Cities Index.
Agenda packet

Carson City Council
February 4, 2025

Document
Agenda packet
Meeting
February 4, 2025
Body
Carson City Council
Pages
41
Original file
15.8 MB
Text extracted from the city's file for reading and search. Open the original on firebasestorage.googleapis.com. That file is the official record.

Group 1: Presentation Link

1.1 Vendor has either attended the live presentation or watched the recording through the below link.

Please copy/paste this link into your web browser to get access to the presentation recording:

https://drive.google.com/file/d/1tXdE17QxuWSUPDyXZR_YGjSYWIul0uwZ/view?usp=sharin g
Yes/No
No response.

Group 2: Acceptance of Prerequisites

2.1 Is Offeror presently or has Offeror ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local?
Yes/No
No response.

2.2 Offeror acknowledges that it must acquire and maintain all applicable federal, state, and local licenses before the contract is entered into. Licenses must be maintained throughout the entire contract period. Persons doing business as an Individual, Association, Partnership, Corporation, or otherwise shall be registered with the Utah State Division of Corporations and Commercial Code. NOTE: Forms and information on registration may be obtained by calling (801) 530-4849 or toll free at 877-526-3994, or by accessing:
www.commerce.utah.gov.

Yes/No
No response.

2.3 Offeror acknowledges that it has uploaded a document providing a point-by-point response to the following prerequisites: the mandatory minimum requirements prerequisite, the technical requirements prerequisite, and any other prerequisite that required a document to be uploaded.

Yes/No
No response.

2.4 In the event that an Offeror offers pricing discounts for educational entities that (1) are applicable to this solicitation and (2) result in lower pricing than what is generally offered to other governmental entities, please attach a separate cost proposal labeled “Educational Pricing” to your proposal. This cost proposal for Educational Pricing is to be submitted in addition to the original Cost Proposal Form and will only be available to authorized end users. The Educational Pricing will not be used to evaluate costs. Offeror acknowledges that it has read and understands this question.

Yes/No
No response.

2.5 Does Offeror have an outstanding tax lien in the State of Utah? If yes, Offeror must provide a statement regarding its debarment or suspension.

Yes/No
No response.

2.6 Is Offeror an employee of the State of Utah? If yes, then Offeror must submit an external employment form signed by Offeror's manager at the State of Utah.

Yes/No
No response.

2.7 If awarded a State Cooperative Contract Offeror understands that its resulting contract may be terminated for convenience, without cause, if there is no reported spend for any one fiscal year of its contract.

Yes/No
No response.

Group 3: Vendor Information

3.1 Please provide your firm's legal company name.

Text (Multi-Line)
No response.

3.2 Please provide your federal tax identification number. (If the vendor is sole proprietor please do not provide your social security number.)
Text (Multi-Line)
No response.

3.3 Please provide your firm's contact information for the resulting contract, including the name, phone number, and email address of your firm's authorized representative.

Text (Multi-Line)
No response.

3.4 Please provide your ordering address and the remit to address. Please clearly identify each address.

Text (Multi-Line)
No response.

3.5 Please provide your firm's State of Utah Sales Tax ID Number. If you do not have a State of Utah Sales Tax ID Number, please write "N/A".

Text (Multi-Line)
No response.

3.6 Identify your firm's type of business.

Dropdown List (Pick One)

Partnership
Government
Sole Proprietor
Limited Liability Company
Not-for-Profit Corporation
For-Profit Corporation
No response.

3.7 Identify your company's Point of Contact for this solicitation, include the point of contact's phone number and email address.

Text (Multi-Line)
No response.

3.8 Is Offeror (owners, principles, partners) a retiree currently receiving benefits through the Utah Retirement Systems (URS)?
Yes/No
No response.

Group 4: Vendor's Submission

4.1 I have either attended the pre-proposal meeting or viewed the webinar of the pre-proposal meeting.

Yes/No
No response.

4.2 Upload your completed response for Attachment B: Key Personnel Proposal Form.

File Upload
No response.

4.3 Upload your response for Attachment D: Project Capability Submittal (LE, RA, VA) Checklist and Format.

File Upload
No response.

4.4 Upload your completed Attachment E here.

File Upload
No response.

4.5 If your firm is requesting parts of its proposal be protected please upload your Claim of Business Confidentiality Form here as well as your redacted proposal.

File Upload
No response.

4.6 Any exceptions to the Terms and Conditions must be uploaded here in the format outlined in Prerequisites: Standard Terms and Conditions (Exceptions and Negotiations). Exceptions and/or additions submitted after the date and time for receipt of proposals will not be considered. If you have no exceptions, upload a document stating "None".

File Upload
No response.

4.7 Vendor understands and acknowledges that its response, including all uploaded documents, will not be considered received by the State of Utah unless the Vendor clicks submit.

Even if Vendor uploads all required documents and responds to all required questions its response will not be considered if it does not click submit.

Offeror acknowledges that after completing the solicitation it must click on the link in the left hand menu bar labeled “Review & Submit”, then check the box under the “Certification” heading to certify their bid. Then click the blue box labeled “Submit Response” in order to submit their bid.

Once the response has been submitted, Vendor will receive a confirmation that the response was successfully submitted. Vendors who fail to submit their response will not have their response reviewed and will be ineligible for further consideration under this solicitation.

Yes/No
No response.

4.8 Upload your response for Attachment G: Requirements for National Cooperative Contract to be Administered by OMNIA Partners, Public Sector. If you do not wish to participate in the nationwide portion of this contract, upload a word doc stating so.

File Upload
No response.

Group 5: Award Categories

5.1 Do you want to be considered for the Education category and have you inputted cost data for all items in the Education market basket?
Yes/No
No response.

5.2 Do you want to be considered for the Information Technology (IT) category and have you inputted cost data for all items in the IT market basket? Yes/No
No response.

5.3 Do you want to be considered for the Maintenance, Repair, and Operations (MRO) category and have you inputted cost data for all items in the MRO market basket? Yes/No
No response.

5.4 Do you want to be considered for the Office category and have you inputted cost data for all items in the Office market basket?
Yes/No
No response.

Product Line Items
Group P1: Education Category Market Basket
# Item Name, Commodity Code,
Description
Allow
Alternate
s
Qty. UOM Requested
Delivery Unit Price (USD) Total Price
(USD)
Estimated
Delivery
P1.1 Cleaner, Board, Dry Erase, 8 OZ 1 EA - Each - - - - Input the cost for one Cleaner, Board, Dry Erase, 8 OZ as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P1.2 Tape 1 TP - Ten
Pack - - - -
Input the cost for a pack of Tape, Eco, Magic, 3/4" x 900", 10 PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P1.3 Crayon 1 BX - Box - - - -
Input the cost for a box of Crayon, 3-5/8", Cryaola, 24/Box as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P1.4 Glue 1 EA - Each - - - -
Input the cost for one Glue School, Elmers, 4 OZ as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P1.5 Eraser 1 EA - Each - - - -
Input the cost for one Eraser, Magnetic, Dry Erase as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P1.6 Glue Stick 1 PK - Pack - - - -
Input the cost for a pack of Glue Stick, Classroom, 30/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P1.7 Calculator 1 EA - Each - - - -
Input the cost for one Calculator, Graphing, TI84 Plus as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

Total Price (USD)
Group P2: Information Technology Category Market Basket # Item Name, Commodity Code,
Description
Allow
Alternate
s
Qty. UOM Requested
Delivery Unit Price (USD) Total Price
(USD)
Estimated
Delivery
P2.1 Wireless Mouse and Keyboard 1 EA - Each - - - - Input the cost for one Logitech MX900 Wireless Keyboard & Mouse as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2.2 27 Inch Display 1 EA - Each - - - -
Input the cost for one HP 27ER 27 Inch Display as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2.3 Headset 1 EA - Each - - - -
Input the cost for one Logitech USB Headset H390 with noise cancelling mic as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2.4 Presenter 1 EA - Each - - - -
Input the cost for one Presenter, Wireless, R400 as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P2.5 Headset 1 EA - Each - - - -
Input the cost for one Logitech H800 Bluetooth Wireless Headset Headset as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

Total Price (USD)
Group P3: Maintenance, Repair, Operations Market Basket # Item Name, Commodity Code,
Description
Allow
Alternate
s
Qty. UOM Requested
Delivery Unit Price (USD) Total Price
(USD)
Estimated
Delivery
P3.1 Battery 1 PK - Pack - - - -
Input the cost for a pack of Standard Battery, AA, Alkaline, 24/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3.2 Caulk 1 EA - Each - - - -
Input the cost for one Adhesive Caulk, 5.5 OZ, White as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3.3 Electrical Tape 1 EA - Each - - - -
Input the cost for one Electrical Tape, 7 mil, 3/4" x 66 ft., Blk as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3.4 Safety Glasses 1 EA - Each - - - -
Input the cost for one Safety Glasses, Clear, Uncoated as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P3.5 Disposable Gloves 1 PK - Pack - - - -
Input the cost for one Disposable Gloves, Latex, L, Blue, 50/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

Total Price (USD)
Group P4: Office Category Market Basket
# Item Name, Commodity Code,
Description
Allow
Alternate
s
Qty. UOM Requested
Delivery Unit Price (USD) Total Price
(USD)
Estimated
Delivery
P4.1 Manila File Folder 1 BX - Box - - - -
Input the cost for one Manila File Folder, Letter Size, 50/Box as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4.2 Highlighter 1 PK - Pack - - - -
Input the cost for one Highlighter, Assorted, 12/Pack as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4.3 Copy Paper 1 RM - Ream - - - -
Input the cost for one ream of Copy Paper, 8.5" x 11", 20LB, White as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4.4 Binder Clip 1 BX - Box - - - -
Input the cost for one box of Clip, Binder, Small, 12/Box as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

P4.5 Sticky Notes 1 PK - Pack - - - -
Input the cost for one pack of Note, Post-It, 1.5" X 2", Neon, 12/PK as of January 25th, 2020. If inputting an equivalent item, note the equivalent item and how it's equivalent in the notes.

Total Price (USD)
Q&A Board
Subject = Attachments- void of identity Public Thread
Q: Just to be clear, is attachment D (1,2,3) the only
attachment that needs to be anonymous ?
Question added by: Anonymous 1/29/2020 1:56 PM EST
A: Attachment E also needs to be anonymous. Answered by: Michael Glenn 1/29/2020 3:14 PM EST

Subject = Attachment B Public Thread
Q: Can you please elaborate on the responsibilities of
the Project Lead as indicated in Attachment B? Also, is this the only personnel title that we are meant to respond to?
Question added by: Anonymous 1/29/2020 11:11 AM EST
A: The project lead will be the primary person
responsible for the contract and it's execution. This is the primary person we are asking for a response about.

Answered by: Michael Glenn 2/4/2020 11:13 AM EST

Subject = Peripherals Requirements Public Thread
Q: The Peripheral Devices product category states that
items should not connect to a user's network. Is this to mean that we cannot offer any printers, or other
peripherals, that utilize a WiFi connection?
Question added by: Anonymous 1/29/2020 8:17 AM EST
A: That is correct. If there was to be a change in policy down the road that allowed for items that utilize a WiFi connections, then those would be allowed at that point.

For now, they are not allowed.

Answered by: Michael Glenn 1/29/2020 5:37 PM EST

Subject = Value Added Items - Cost and Schedule Impact % Public Thread Q: Attachment D, D3 Value Added Items – Cost %
impact and Schedule % impact seem to be correlated to
the WRR that is no longer a part of the solicitation.

Typically, these sort of metrics are services related, and this solicitation is product based. Will the State remove the Cost % and Schedule % requirement? If the State
wishes to keep this requirement, will you clarify what is needed?
Question added by: Anonymous 1/27/2020 5:32 PM EST
A: Value Add can still be applicable for goods based
solicitations. Things like "free shipping on orders over X" could be a value add and would have a cost savings
percentage associated. Value add does not always need
a Cost % or Schedule % if that value add isn't applicable to one. Both Cost % and Schedule % do not need to be
included for each value add if it doesn't apply.

Answered by: Michael Glenn 1/29/2020 5:12 PM EST

Subject = Punch-Out Capabilities Public Thread
Q: The solicitation details the requirements for an online marketplace platform. Considering the extensive breadth of the contract accessibility, how does the State intend to accommodate users who prefer integration with existing
punch-out solutions?
Question added by: Anonymous 1/27/2020 12:51 PM EST
A: The State is looking for individual marketplaces for each respective vendor who submits, so these would be
separate to any existing punch-out solutions for users to decide which contracts to use.

Answered by: Michael Glenn 1/27/2020 5:36 PM EST

Subject = Compliance Monitoring Public Thread
Q: The solicitation explains that a more dynamic pricing structure ensures best value for users relative to a past practice of pricing based on percentage off list price.

How does the State intend to monitor the resulting
contract(s) to confirm users are receiving best value
through the selected online marketplace(s) compared to
other publicly solicited statewide contracts?
Question added by: Anonymous 1/27/2020 12:50 PM EST
A: By going after a market driven pricing structure, the State intends to receive the best value/pricing for the current market situation. It will also be up to end users of the contracts to compare and determine what is in their best interest/value price wise. If contracts have higher than market pricing, those contracts will receive less
usage through comparison to the other contracts in the
portfolio.

Answered by: Michael Glenn 1/29/2020 5:10 PM EST

Subject = Managing Sign-Ons Public Thread
Q: o In the solicitation, the State has noted the potential for multiple marketplaces. The RFP indicates that an
online marketplace(s) with dynamic pricing would
address the transactional, day-to-day needs of its users.

However, several marketplaces may inhibit the speed
and ease-of-use required to identify, compare price, and purchase transactional items. How does the State plan
to manage a multi-marketplace, customer experience
among its own users and eligible OMNIA users?
Question added by: Anonymous 1/27/2020 12:50 PM EST
A: The State publishes all contracts within a contract
portfolio together so that end users can quickly see what contracts are out there. It is then on the end users to determine which contracts they wish to search and
compare for the best pricing available to them. Once the end users have access to each marketplace, they will be able to quickly log in to each to search and compare
pricing.

Answered by: Michael Glenn 1/29/2020 5:20 PM EST

Subject = remaining parts of the Information Technology Cata Public Thread Q: Upon an award for the Information technology market
place for peripherals is there a process to add the
remaining parts of the information technology catalog,
such as systems, client devices, networking equipment,
etc. ?
Question added by: Anonymous 1/27/2020 10:35 AM EST
A: It is intended that, upon award, entire catalogs of
vendors will be available to users of the contract. The exceptions would still remain for those items prohibited by statute.

Answered by: Michael Glenn 1/29/2020 3:18 PM EST

Subject = Extension Request Public Thread
Q: In order to ensure the State receives the best pricing and strongest response, we request a 10 business day
extension til Feb 20.

Question added by: Anonymous 1/27/2020 10:02 AM EST
A: Right now we feel that the time frame is adequate and we will not be doing an extension.

Answered by: Michael Glenn 1/29/2020 3:16 PM EST

Subject = market place Public Thread
Q: I don't see anywhere you are asking for medical
equipment, imaging equipment , Digital equipment for all medical & veterinary will you be looking to add this to the market place as well ? Medical tables etc..

Question added by: Anonymous 1/24/2020 6:33 PM EST
A: This group might be something we consider in the
future, however, at this time we don't have a specific
category just for medical equipment.

Answered by: Michael Glenn 1/29/2020 3:15 PM EST

Subject = Amendments Public Thread
Q: I am still deciding on whether to bid or not. Looks like there have been a number of amendments, yet I am
having trouble accessing them to review. Do I have to hit "intend to bid" in order to access them? If I do that and decide not to bid, can I then change it to "No Bid"? How can I access the amendments to review?
Question added by: Anonymous 1/24/2020 5:18 PM EST
A: I am not sure, however, it is worth hitting "Intend to Bid" to be able to click around the solicitation and ensure you can view the amendments. Then if you want to
change to "No Bid" later on, you can do that. Most of the amendments revolved around adding attachments and
modifying the market basket items.

Answered by: Michael Glenn 1/24/2020 6:14 PM EST

Subject = Attachment A- SOU Standard Terms & Conditions, #21 Public Thread Q: I understand that the contractor would be responsible for the liability associated with freight to be FOB
destination. I wanted to confirm that the actual freight charges are pre- pay and add, and not included in the
unit price.

Question added by: Anonymous 1/24/2020 5:06 PM EST
A: That is correct, however, it will be up to the vendor to determine whether or not they want to offer free shipping for certain items or other incentives for shipping.

Answered by: Michael Glenn 1/27/2020 5:43 PM EST

Subject = Information Technology Category Market Basket - P5 Public Thread Q: The 600Vi you suggest is also end of life. These are discontinued and no longer offered by logitech. They are still available at places like Amazon until stock is
depleted however they are not available in distribution.

Additionally there are not many options left any longer offering noise canceling earbuds, with a 3.5mm pin jack in that price range. It may be best to select another item altogether.

Question added by: Anonymous 1/24/2020 12:24 PM EST
A: We have decided to go with a bluetooth headset.

Please see the change in the items section.

Answered by: Michael Glenn 1/24/2020 4:17 PM EST

Subject = Information Technology Category Market Basket - P5 Public Thread Q: This item has a very vague description, listing no
manufacturer, or model. Is it possible to get a more
detailed description?
Question added by: Anonymous 1/24/2020 10:56 AM EST
A: Yes, we are looking for the Logitech Ultimate Ears
600vi Noise Isolating Headset or equivalent.

Answered by: Michael Glenn 1/24/2020 11:26 AM EST

Subject = Information Technology Category Market basket - P3 Public Thread Q: Item P3 describes a Clearchat headset however a
model is missing and there a number of variants in the
clearchat product lineup. All respondents should bid the same item so we compare apples to apples. Should all
respondents use model H340 so that pricing is
compared using the same item from all vendors?
Question added by: Anonymous 1/24/2020 10:54 AM EST
A: The item has been updated to reflect an H390
headset.

Answered by: Michael Glenn 1/24/2020 11:31 AM EST

Subject = Information Technology Basket Item P1 - MX800 Public Thread Q: This item is discontinued, and the new model is the
MX900. Should all respondents use this as the
replacement?
Question added by: Anonymous 1/24/2020 10:51 AM EST
A: Yes, please use the MX900 as the model to be priced. Answered by: Michael Glenn 1/24/2020 11:32 AM EST

Subject = Pricing Public Thread
Q: The State of Utah is requesting pricing as of
1/25/2020. This is a Saturday. Is it acceptable to use
pricing as of 1/27/2020 ?
Question added by: Anonymous 1/24/2020 9:52 AM EST
A: Yes, the pricing may be current as of 1/27/2020. Answered by: Michael Glenn 1/24/2020 11:20 AM EST

Subject = Webinar Public Thread
Q: Do you know when the slide deck and recording from
yesterday’s webinar will be available?
Question added by: Anonymous 1/23/2020 4:07 PM EST
A: The were just uploaded. The link to the recording is in the powerpoint and in the Questions section of the
solicitation.

Answered by: Michael Glenn 1/23/2020 5:22 PM EST

Subject = Scope of contract Public Thread
Q: Would the resulting contracts include all potential
items from an online marketplace or are items limited to the 4 "award categories"?
Question added by: Anonymous 1/22/2020 5:18 PM EST
A: The resulting contracts will include all potential items from an online marketplace that fall within the categories that a vendor is awarded for. So if a vendor is awarded for all 4 categories, it would be largely inclusive of all available items.

Answered by: Michael Glenn 1/23/2020 1:36 PM EST

Subject = How Public Thread
Q: What needs to be done to be able to be on this
inquiry?
Question added by: Anonymous 1/22/2020 10:57 AM EST
A: By responding fully to the solicitation (filling out and submitting all required items as described in this
solicitation) you will be considered and your submission will be evaluated.

Answered by: Michael Glenn 1/23/2020 1:35 PM EST

Subject = Group P2 Market Place Public Thread
Q: Is the State of Utah only looking for pricing for the items listed in the market place, or is it the State of Utah's intention to receive additional pricing in addition to the items specifically called out in each group of the
market place? if it is the States intention to receive
additional pricing, what is the best method of attaching additional items quoted to this RFP ?
Question added by: Anonymous 1/22/2020 9:52 AM EST
A: The market basket is only being used for the cost
evaluation portion of the solicitation. The intent of the contract is to then open up entire vendor catalogs for the categories awarded. Pricing for entire catalogs does not need to be submitted since the resulting contracts will be based on dynamic pricing and will fluctuate, potentially, daily.

Answered by: Michael Glenn 1/22/2020 10:48 AM EST

Subject = Attachment "F1 WRR" Public Thread
Q: It is our intention to offer products only and no
services. That being said is this attachment relevant for us ?
Question added by: Anonymous 1/20/2020 8:44 AM EST
A: This attachment is not relevant to the solicitation and resulting contracts. It has been removed from the
solicitation.

Answered by: Michael Glenn 1/21/2020 1:44 PM EST

Subject = Attachment "F1 WRR" Public Thread
Q: What is this document used for? Question added by: Anonymous 1/20/2020 8:43 AM EST A: This is used more in service based contracts to
monitor progress of the project and what risks may be
coming up/mitigated. This attachment is not relevant to the solicitation and resulting contracts. It has been
removed from the solicitation.

Answered by: Michael Glenn 1/21/2020 1:45 PM EST

Subject = Attachment "G" Public Thread
Q: If we are already an Omnia vendor do we still need to submit attachment “G” ?
Question added by: Anonymous 1/20/2020 8:43 AM EST
A: Yes, since each solicitation/contract with Omnia is
different, they will require a new Attachment G to be
submitted.

Answered by: Michael Glenn 1/21/2020 1:46 PM EST

Subject = 3% RAF Public Thread
Q: If we are already an Omnia vendor does the RAF we
have already pre-negotiated with Omnia override this 3% RAF or is the 3% RAF in addition to what we already
have in place with Omnia ?
Question added by: Anonymous 1/20/2020 8:43 AM EST
A: The 3% RAF is specific to this contract. Each contract is treated as separate/new in terms of the RAF and any
exceptions to it. So the RAF for this contract will only apply for usage on this contract. Any requested
exceptions should be submitted with the proposals.

Answered by: Michael Glenn 1/22/2020 10:20 AM EST

Subject = Offeror Webinar Google Meeting Public Thread
Q: How do we insure we get an invite to this pre-bid
meeting ?
Question added by: Anonymous 1/20/2020 8:42 AM EST
A: Everyone who sees this solicitation is already invited.

It will be recorded and posted to this solicitation in case vendors are unable to attend the meeting. The link for
the meeting is in the description section, at the bottom in the schedule portion. I have also put the link here:
meet.google.com/axf-avqz-wmc
Answered by: Michael Glenn 1/21/2020 1:52 PM EST

Subject = Attachment "C" - Pricing Public Thread
Q: This attachment is asking for a total price, however there are tens of thousands of products within the
“Information Technology Category Market Basket”. Is
there a way you would prefer to review pricing other than a simple total of all products in this category? Would you like to see actual sell prices by product or simply a
discount off list by category?
Question added by: Anonymous 1/20/2020 8:42 AM EST
A: Thank you for bringing this up. Attachment C does not need to be filled out and has been replaced. Cost will be evaluated through the market baskets in the "Items
Section" of the solicitation. Please fill out all items in each category that you wish to be considered for.

Answered by: Michael Glenn 1/21/2020 1:43 PM EST

Subject = MG20-81 bid Public Thread
Q: Good morning, Noble was awarded the contract
UTAH CONTRACT # MA2882 ...Can you please let me
know if this contract will be recognized for this Bid or if this Bid is for something completely different.
https://www.noble.com/contract-vehicles/state-and-local- government/naspo-valuepoint-program/state-utah-contra
ct Thank you Cassia Proude [email protected]
781-616-1546
Question added by: Anonymous 1/9/2020 8:12 AM EST
A: This solicitation won't affect existing contracts with the State of Utah. This is a new contract portfolio. Vendors are encouraged to respond to this solicitation if they
meet the scope as it provides an opportunity for another contract if they are awarded.

Answered by: Michael Glenn 1/9/2020 11:07 AM EST
DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

CONTRACTOR
October 1, 2020

Contract # MA3457

STATE OF UTAH COOPERATIVE CONTRACT

MASTER AGREEMENT

1. CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:

Amazon.com Services LLC
Name
410 Terry Ave N
Address
Seattle WA 98109
City State Zip

LEGAL STATUS OF CONTRACTOR
Sole Proprietor
Non-Profit Corporation
For-Profit Corporation
Partnership
Limited Liability Company

Contact Person Marcus Handler Email [email protected] Vendor # VC220555 Commodity Code #00000

2. CONTRACT PORTFOLIO NAME: Online Marketplace

3. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: an online marketplace with dynamic pricing.

4. PROCUREMENT: This contract is entered into as a result of the procurement process on Solicitation # MG20-81.

5. CONTRACT PERIOD: Effective Date: September 9, 2020; Termination Date: May 5, 2025 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal options (if any): None.

6. Payment: Prompt Payment Discount (if any): NA.

7. Administrative Fee, as described in the Rebate Agreement between OMNIA Partners and the State of Utah.

8. The Contract contains the following documents listed in the order of precedence:

ATTACHMENT A: Terms and Conditions
ATTACHMENT B: Scope of Work

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED (listed in order of precedence and below those documents listed in Section 8 in order of precedence):
a. All other governmental laws, regulations, or actions applicable to this contract. b. Utah State Procurement Code, Procurement Rules, Contractor’s response to solicitation #MG20-81, and Solicitation # MG20-81.

10. Each person signing this Agreement represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver this Agreement and bind the parties hereto. Each signatory represents and warrants to the other that the execution and delivery of the Agreement and the performance of each party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on the parties and enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the "Effective Date" of this Contract shall be the date provided within Section 5 above.

STATE

October 1, 2020

Contractor's signature Date Director, Division of Purchasing Date Anne Rung
Type or Print Name and Title

Authorized Signatory Chris Hughes

DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR Michael Glenn 801-957-7137 NA [email protected]
Division of Purchasing Contact Person Telephone Number Fax Number Email (Revised 4/22/20 RS)

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Attachment A
Terms and Conditions

Below is a copy of the Amazon Business Accounts Terms and Conditions in effect on the Effective Date of the contract. Pursuant to Section 10 of the Amazon Business Accounts Terms and Conditions (as amended by the Amendment), Amazon may make changes at any time. The Amazon Business Accounts Terms and Conditions are available electronically
at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180.

1. PURPOSE OF AGREEMENT. This Agreement governs your access to, use of, and transactions made through Amazon Business. “Amazon Business” enables registered business customers to purchase products and services for business purposes and to access and use a set of features, services, software, and applications specifically intended for business customers. We may make available to you, through Amazon Business, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions (the “Feature Terms ”) will also apply to you. Products
made available through Amazon Business may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided by, the manufacturer. Finally, certain policies accessible through Amazon Business apply to your and your users’ use of and access to Amazon Business. These “Policies” include the
Amazon Business Acceptable Use Policy, the Amazon Business Pricing Policy, the Amazon Business Sanctions and Export Policy, the Amazon.com Privacy Notice, the Amazon Business Gift Card Policy, and the Healthcare Disclosure Policies. This Agreement incorporates by reference the Feature Terms and the Policies.

2. ELIGIBILITY; ACCOUNT SECURITY. By creating a Business Account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of non-profit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations).

Individual consumers should use Amazon.com. Upon completion of your registration, a “Business Account” will be created for your organization. You may authorize others to create a “User Account” associated with your Business Account. You are responsible for all activities that occur under your Business Account and any associated User Accounts, and must ensure your Users comply with the Acceptable Use Policy and this Agreement. You are responsible for maintaining the security of the passwords associated with your Business Account and User Accounts; if you believe an unauthorized person has access to your password, Business Account, or an associated User Account, you must contact us immediately and change any compromised passwords.

3. SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES.

Your purchases are subject to Amazon’s Shipping and Returns Policies. All purchases of physical items from Amazon are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Unless you are participating in the Pay by Invoice service, payment for all purchases made through your Business Account is due upon shipment or on the date indicated on the checkout page, or, for digital products, when we make the digital product available to you. For returns, Amazon does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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without requiring a return. In this situation, Amazon does not take title to the refunded item. To purchase through Amazon Business, you will need at least one valid payment method associated with your Business Account; if there is a problem charging your selected payment method for any purchase, we may charge any other valid payment method associated with your Business Account. If we send any User a replacement product for a product they originally ordered using an individual payment method (such as a personal credit card) and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that we may charge any eligible payment method on record for the relevant User Account for the replacement product. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

4. DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION,

CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU BY AMAZON ARE ON AN “AS IS” AND “AS AVAILABLE”

BASIS, AND AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY

KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO THE FULLEST EXTENT

PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, AMAZON

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT

SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY

IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

5. INDEMNIFICATION. You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (a) any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, (c) any dispute between you and your Users, or (d) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

6. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,

UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,

INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR

PURCHASE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST

EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED

TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO THE LIABILITY.

7. CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY.

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7.1. Customer Information. We require you to provide information about you and your Users to access and use Amazon Business, and you may need to provide supplemental information to use or purchase some Amazon Business products or services. You will ensure that all information that you provide to us is at all times accurate and complete. We may share information you provide (for example, your organization’s name, addresses, Taxpayer Identification Number) with others in your organization and third parties to confirm the accuracy of such information and your eligibility to use Amazon Business or certain services (for example, to confirm you hold a valid license, certification, or credential where required). To enable us to improve our services, including by making available additional product selection or business pricing, we may share specific order information about the products or services you purchase through your Business Account with the suppliers who provide such products or services. For example, for certain transactions, Amazon Business may share your organization’s name or credentials, shipping address, shipment date, ASIN/SKU, quantity or other relevant information.

7.2. Privacy. Except as disclosed in this Agreement, our use of your information is governed by the terms of the Amazon.com Privacy Notice. Please review the Privacy Notice to understand our practices with respect to your information. Please note that all information about Users and User Accounts associated with a Business Account may be shared with your organization.

7.3. Confidentiality. In connection with your use of Amazon Business, we may share with you information which is identified as confidential or that should reasonably be considered confidential (“Confidential Information”). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of Amazon Business. You will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement, unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it.

8. GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.

8.1. Governing Law. The laws of the State of Washington, without reference to conflict of law rules, as well as the Federal Arbitration Act and federal arbitration law, govern the Agreement and any dispute that might arise between you and us that pertains to Amazon Business or this Agreement. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

8.2. Disputes. Any dispute or claim relating in any way to Amazon Business or this Agreement will be resolved by binding arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a claim proceeds in court rather than in arbitration we DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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each waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

8.3. Public Sector Entities. If you are a public sector entity and precluded by law from agreeing to any of the provisions of Section 8 as set forth above, then any disputes with you will be governed by the substantive laws of the sovereign under whose laws you were formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against you, those provisions will not apply to you and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.

9. THIRD-PARTY OFFERINGS. Parties other than Amazon operate stores, provide services or software, or sell product lines through Amazon Business. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from Amazon. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their sites). Amazon does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

10. MODIFICATIONS. We may, at any time in our discretion, change the Agreement by posting such a change on Amazon Business or by notifying your account administrators. YOUR

CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO

ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS ACCOUNT OR REFRAIN FROM USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.

11. ENTIRE AGREEMENT. The Agreement constitutes the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or other document, including informational forms we complete, sign or otherwise provide to you for your convenience.

12. TERM; TERMINATION. This Agreement takes effect when you create a Business Account and continues in effect until you or we terminate it. We may terminate the Agreement by providing notice to your administrators. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Amazon Business services; and/or cancel orders. Amazon may choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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terminate the Agreement by giving us notice and closing your Business Account and each User Account. Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, payment obligations, and Sections 1, 4, 5, 6, 7.3, 8, 10, 11, 12, 14, 15.

13. COPYRIGHTS; TRADEMARKS; PATENTS. Use of Amazon Business does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by Amazon. Please see the Amazon Business Help Pages for further detail on Amazon owned or licensed copyrights, trademarks, patents, as well as how to address concerns about the use of your intellectual property rights by third parties.

14. LICENSE; SOFTWARE. The following Amazon Software Terms and License apply to your access and use of Amazon Business and all features and software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Amazon Business (the “Amazon Software”). Subject to your compliance with the Agreement and your payment of any applicable fees, Amazon or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Amazon Business and Amazon Software. You may not use data mining, robots, or similar data gathering and extraction tools in connection with Amazon Business, nor may you download or copy Amazon Business information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another merchant. The following terms apply to your use of Amazon Software.

14.1. Use of the Amazon Software. You may use Amazon Software solely for purposes of enabling you to use Amazon Business, as permitted by the Agreement. You may not incorporate any portion of the Amazon Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the Amazon Software in whole or in part (including any features of Amazon Business). All software used in Amazon Business is the property of Amazon or its software suppliers and is protected by U.S. and international copyright Laws. You may not make any derivative use of Amazon Business without the express written consent of Amazon.

14.2. Use of Third Party Services. When you use the Amazon Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider.

Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

14.3. No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Amazon Software, whether in whole or in part.

14.4. Updates. We may offer automatic or manual updates to the Amazon Software at any time and without notice to you.

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14.5. Government End Users. If you are a U.S. Government end user, we are licensing the Amazon Software to you as a "Commercial Off-the-Shelf Item" as that term is defined in the U.S.

Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Amazon Software are the same as the rights we grant to all others under this Agreement.

14.6. Reserved Rights, Termination. All rights not expressly granted to you in the Agreement are reserved and retained by Amazon or its licensors, suppliers, publishers, rights holders, or other content providers. The licenses granted by Amazon terminate if you do not comply with the Agreement.

14.7. Conflicts. In the event of any conflict between the Agreement and any other Amazon or third-party terms applicable to any portion of Amazon Software, such as open-source license terms or specific product feature restrictions that are conveyed to you in the feature experience, such other terms will control as to that portion of the Amazon Software and to the extent of the conflict.

15. MISCELLANEOUS.

15.1. Suggestions. If you make any suggestions about Amazon Business or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

15.2. Assignment. Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which cases you must promptly provide written notice following assignment), you may not assign the Agreement without our prior written consent.

Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

15.3. Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

15.4. Waiver. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently.

15.5. Conflicts. In the event of any conflict between the Agreement and the Policies, the Agreement will prevail. In the event of any conflict between the Agreement and the Feature Terms, the applicable Feature Terms will control.

15.6. Construction. The word "including" will be interpreted without limitation when used in this Agreement.

15.7. Notices. You consent to receive communications from us electronically, including through e-mails, text messages, in-app push notices, notices and messages posted on Amazon Business or in your Message Center and other communications made available to you on a desktop or mobile device. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may retain copies of all of these communications for your records. We may also DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

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send you notices at the address provided when registering your Business Account, which you agree is a proper and valid address for any legal or contractual purpose. If you are sending Amazon a legal or contractual notice, you must comply with our notice procedures available here.

AMENDMENT NO. 1 TO AMAZON BUSINESS ACCOUNTS TERMS AND CONDITIONS

This Amendment No. 1 (this “ Amendment”) to the Amazon Business Accounts Terms and Conditions, above and available at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180 (as updated from time to time, the “Agreement”), between Amazon Services LLC (“Amazon”, “we”, “us”, or “our”) and the State of Utah (“Customer” or “you”) is effective as of the last date of signature below (the “Amendment Effective Date”). This Amendment amends the Agreement as stated below. Unless otherwise defined in this Amendment, capitalized terms have the meanings ascribed to them in the Agreement. The parties agree as follows:

1. GOVERNING LAW . The Section in the Agreement entitled “ GOVERNING LAW ” (currently Section 8.1) is deleted in its entirety.

2. DISPUTES. The Section in the Agreement entitled “DISPUTES” (currently Section 8.2) is deleted in its entirety.

3. MODIFICATIONS. The Section in the Agreement entitled “MODIFICATIONS” (currently Section 10) is amended by adding the following sentence:

“Notwithstanding this Section 10, no changes or updates to Amazon’s Business Accounts Terms and Conditions will have the effect of changing the provisions set forth in this Amendment without the parties’ written agreement in a subsequent amendment.”

4. TERM; TERMINATION . The Section in the Agreement entitled “ TERM; TERMINATION ” (currently Section 12) is amended by adding a second paragraph as follows:

“Notwithstanding this Section 12, either party may elect to terminate this Agreement without cause upon delivery of at least 30 days’ prior written notice to the other party.”

5. AMAZON BUSINESS ANALYTICS . Amazon will provide participating organizations, and other eligible organizations participating in the cooperative contract (MA3457) access to Amazon Business Analytics, whereby they can generate reports based on their purchase activity. Amazon Business analytics functionality includes the ability to customize, view, and download reports, including orders, returns, and refunds.”

6. LAWS AND REGULATIONS. A new Section 17 is added to the Agreement entitled “ LAWS AND REGULATIONS” that states as follows:

“Amazon represents and warrants that it will comply with all applicable laws, rules, and regulations in the performance of the Agreement.”
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7. FEDERAL FUNDS CERTIFICATIONS. A new Section 18 is added to the Agreement entitled “FEDERAL FUNDS CERTIFICATIONS” that states as follows:

“18.1. Debarment. Amazon certifies that neither it nor its principals is currently in a state of debarment, suspension, or other ineligible status as a result of prior performance, failure, fraud, or violation of laws. Amazon further certifies that neither it nor its principals is debarred, suspended, otherwise excluded from or ineligible for participation in Federal assistance programs. You may terminate this Agreement if knowledge of debarment, suspension or other ineligibility has been withheld by us.
“18.2 Lobbying. Amazon certifies, to the best of its knowledge and belief, that:
(A) No Federal appropriated funds have been paid or will be paid, by or on behalf of us, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (B) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL. (C) This Agreement is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352.

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.

8. ENTIRE AGREEMENT. Except as amended by this Amendment, the Agreement remains in full force and effect. This Amendment, together with the Agreement as modified by this Amendment: (a) constitutes the exclusive and complete agreement between the parties; and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

9. CONFLICTS. In the event of any conflict between the Agreement or any other applicable terms, conditions, policies, limitations, and requirements on the Amazon.com website and this Amendment, precedence will be as follows: (a) this Amendment; (b) the Agreement; and (c) the Amazon Business Acceptable Use Policy, and any other applicab le terms, conditions, policies, limitations, and requirements on the Amazon.com website.

10. COUNTERPARTS AND DELIVERY. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Amendment by electronic means.

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Attachment B
Online Marketplace Scope of Work

Background:

This contract is in place in order for end users to receive access to the Contractors Online Marketplace. This contract utilizes a dynamic pricing structure in which the price for items is what is currently listed on the digital marketplace and is driven by the market. The State is seeking to provide users with access to and use of an online digital marketplace to purchase of goods and services that may be used routinely and needed quickly to address the everyday needs of public entities, schools, and universities.

Categories:

The contract includes four (4) awarded categories. This contract may only be used to purchase items that fall within the category/categories below. The items listed in each category are not restrictive or exhaustive but included to provide a general description of products and supplies that may be included. While all items described are available through an award contract, the State and Participating Public Agencies may choose to limit which categories their end users have access to:

1) Education-Based Accessories, Display, Products and Related Supplies a) Items related to products and supplies used in an education-based setting which may include but is not limited to: animal and pet supplies, art supplies, craft products, books, lesson plans and curriculum, school equipment, white boards, blackboards, teaching material, and other related products.

2) Information Technology-Peripheral Devices and Related Products a) Product-based supplies and solutions that involve information technology peripheral devices which may include but is not limited to: mouse, copiers, printers, cameras, video cameras, microphones, speakers, keyboard, multifunction printers, scanners, plotters, and other related items. Items in this category should not connect to a user’s network.

3) Maintenance, Repair and Operations Products (MRO)
a) Product-based items related to the maintenance, repair, and/or general operations that include but is not limited to: building materials, hardware, cabinets, motors, pumps, paints and coatings, plumbing equipment, power tools, windows, doors, cleaning products (to include green and dye-free), carpet care products and supplies, restroom care products and supplies, waste receptacles and liners, industrial tools and supplies (such as carts, dusters, brushes, spray bottles, squeegees, and gloves), rags, wipes, and related supplies.

4) Office-Based Accessories, Décor, Products, and Related Supplies a) Items that could be utilized in an office-like setting and used on a semi-regular basis which may include but is not limited to: binders, folders, filing materials, storage, DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

calendars, paper (copy, printer, photo, and presentation), notebooks, labels, post-it notes, shipping materials, envelopes, staplers, staples, paper punches, paper clips, scissors, rubber bands, cash register and thermal rolls, ink, toner cartridges, pens, pencils, markers, framing, tabletop or floor lamps, mirrors, general signage, wall décor, display cases, area rugs, mats, and other office related products.

Contract Deliverables:

Contractor will provide the following deliverables for the contract:

 Online Marketplace: Contractor will provide access and use to a digital marketplace for users of this contract to order goods and services through.  Digital Analytics: Contractor will provide some form of data analytics.  Ability to Restrict Categories: Contractor will provide the ability to restrict certain items (IT, furniture, etc.) as designated by participating end users as needed by each end users laws and applicable rules. Some of these features and tools are only available with Business Prime.

Dynamic Pricing:

The Amazon Business uses dynamic marketplace pricing. This contract will not need to be amended when prices fluctuate.

Cooperative Agreements:

Utilization of the Contract by OMNIA Partners’ participating agencies will be at the discretion of the individual participating agency. Any modifications agreed to by participating agency and Contractor may not expand upon the Scope of Work in the Master Agreement and are exclusively between the participating agency and the Contractor.

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, February 4, 2025, 5:00 PM
CONSENT 19. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Administration Subject: COMPLETION AND FILING OF THE ANNUAL COMPREHENSIVE FINANCIAL REPORT FORFISCAL YEAR ENDED JUNE 30, 2024 (CITY COUNCIL) I. SUMMARY
The City’s independent Auditor, Vasquez & Company LLP has completed the audit of the City’s Annual Comprehensive Financial Report (ACFR) for Fiscal Year 2023-2024. This financial report provides an overview of the City’s financial status as of June 30, 2024.

II. RECOMMENDATION
RECEIVE and FILE the FY2023-2024 Annual Comprehensive Financial Report.

III. ALTERNATIVES
TAKE another action as deemed appropriate by the City Council.

IV. BACKGROUND
The Finance Department prepares and publishes the City’s Annual Comprehensive Financial Report (ACFR) after the completion of an independent and certified audit by the independent auditor, Vasquez & Company, LLP. The ACFR is an extensive financial report that summarizes the financial activities of the City’s fiscal year 2023-2024.

The ACFR is prepared in compliance with Governmental Accounting Standards Board (GASB) standards. Pursuant to GASB guidelines, the City’s ACFR is divided into three sections: Introductory, Financial and Statistical. The City’s ACFR summarizes the City’s financial position, economic outlook, operational controls, and major initiatives for the fiscal year ending June 30, 2024.

At the completion of the audit, the auditor has expressed and issued an unmodified (“reasonable assurance”) opinion on the City’s financial statements for the fiscal year ended June 30, 2024. This means that their examination, testing, and audit procedures allowed them to conclude that the City’s financial statements were presented fairly in all material aspects.
701 East Carson Street
The City has also received the Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officers Association (GFOA) for the fiscal year ended June 30, 2023. The GFOA's Certificate is the highest form of recognition in governmental accounting and financial reporting, and its attainment represents a significant accomplishment. For FY 2023-2024 and moving forward, finance staff will continue to strive for excellency in the City’s financial reporting and to achieve the Certificate of Achievement for Excellence from GFOA.

V. FISCAL IMPACT
No Fiscal Impact.

VI. EXHIBITS

1. Annual Comprehensive Financial Report for Fiscal Year Ended June 2024 (Posted on the City's Website under Finance)

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, February 4, 2025, 5:00 PM
CONSENT 20. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Parks & Recreation Subject: CONSIDER AWARDING CONTRACT SERVICES AGREEMENTS TO AMERICAN SOCCERCOMPANY, INC., BUDDY'S ALLSTARS, AND TRIANGLE SPORTS INC. FOR ON-CALL PURCHASES OF YOUTHSPORTS UNIFORMS AS NEEDED (CITY COUNCIL) I. SUMMARY
The Community Services Department recently completed a Request for Proposals process (RFP No. 25-001) to solicit vendors that can furnish youth sports uniforms for baseball, softball, flag football, soccer, basketball, and track.

Staff is recommending the award and approval of three-year on-call Contract Services Agreements (with two (2) one-year options to extend thereafter) pursuant to the RFP, with (1) American Soccer Company, Inc. (Exhibit No. 1), (2) Buddy's AllStars (Exhibit No. 2), and (3) Triangle Sports Inc. (Exhibit No. 3).  Each proposed contract has a not- to-exceed Contract Sum of $900,000 over the initial three-year term, which equates to an annual average of no more than $300,000. Staff has recommended these higher Contract Sum totals (each permitting use of the full budgeted amount for youth sports uniforms on that one vendor to the exclusion of the other on-call vendors) to ensure continued availability of services to meet the City's needs in case one or more of the vendors is unwilling or unable to provide needed services for any reason. The City is not obligated to spend any amount under any of the proposed contracts.

If the recommendation is approved by City Council, the previously approved budget expenditure allocations will be distributed among the three proposed on-call vendors in Purchase Orders for future fiscal year budgets in Community Services; no budget amendment is currently requested. The total approved budgeted amounts for youth sports uniforms, although lower (in current and anticipated budgets) than the collective Contract Sum annual averages set forth in the three proposed contracts, will not be inadvertently exceeded, as safeguards are already in place which prevent issuance of any requisition that would result in a budget exceedance. These Contract Sum amounts will allow greater flexibility for staff to select just one, or more than one, vendor from the on-call panel for the purchase of uniforms for any given sports season. Furthermore, the uniform fees collected from the Youth Sports programs will fully reimburse the City within the fiscal year, with the increased revenue offsetting the anticipated expenditure for these tasks.

II. RECOMMENDATION

1. WAIVE any irregularities in the proposals received, pursuant to CMC 2611(l)(2); and 701 East Carson Street

2.  AWARD and APPROVE a three-year on-call Contract Services Agreement, with two (2) one-year extensions at the the City's discretion, to AMERICAN SOCCER COMPANY, INC., dba Score Sports, for the provision of youth sports uniforms, at a not-to-exceed Contract Sum of $900,000.00 for the initial three-year contract term (Exhibit No. 1; the "ASC Contract"); and

3. AWARD and APPROVE a three-year on-call Contract Services Agreement, with two (2) one-year extensions at the the City's discretion, to BUDDY'S ALLSTARS, for the provision of youth sports uniforms, at a not-to-exceed Contract Sum of $900,000 for the initial three-year contract term (Exhibit No. 2; the "Buddy's AllStars Contract"); and

4. AWARD and APPROVE a three-year on-call Contract Services Agreement, with two (2) one-year extensions at the the City's discretion, to TRIANGLE SPORTS INC. for the provision of youth sports uniforms, at a not-to- exceed Contract Sum of $900,000 for the initial three-year contract term (Exhibit No. 3; the "Triangle Sports Contract"); and

5. AUTHORIZE the Mayor to execute the ASC Contract, the Buddy's AllStars Contract, and the Triangle Sports Contract, following approval as to form by the City Attorney.

III. ALTERNATIVES

1. REJECT all bids/proposals and DIRECT staff to initiate a new RFP Process.2. TAKE another action the City Council deems appropriate.

IV. BACKGROUND
The City of Carson's Youth Sports program offers many opportunities for young people to participate in organized team sports. Current offerings include baseball, softball, basketball, flag football, and soccer, with different divisions in each sport. Games are scheduled during specific optimum "seasons", and played at most of the City's 12 parks. In addition, there are other opportunities for the youth to participate in park programs such as track and field, boxing, and Summer leagues.

RFP No. 25-001 for On-Call Youth Sports Program - Uniforms (Exhibit No. 4) was finalized and posted with the feedback received from Recreation Center Supervisors, Youth Sports Coordinator, and the City Attorney. The RFP asked for written proposals from qualified vendors interested in being an on-call contractor for the purchase of youth sports uniforms for City of Carson-operated youth sports programs conducted at all City park and recreation facilities, with the aim of establishing an on-call panel capable of providing the capacity and flexibility necessary to meet the City's needs.  The estimated number of youths sports participants that are expected to be serviced in a calendar year is 5,100.  RFP No. 25-001 was posted on September 26, 2024, and four proposals were received by October 17, 2024 (Exhibit No. 5).

Proposals were evaluated pursuant to CMC 2611(c) and the evaluation criteria set forth in the RFP, which included bid pricing, quality of uniforms, qualifications and experience, and capacity to deliver services (Exhibit Nos. 6 - 8).

The three highest ranked proposals were American Soccer Company, Buddy's All Stars, and Triangle Sports. All three had high quality, acceptable uniforms to offer at a fair and reasonable price. The uniform packages generally were priced close to each other, with the exception of Buddy's All Stars bid for soccer and basketball, which were significantly higher than the other two bids.

After evaluating the bids, staff concluded that awarding the proposed contracts to American Soccer Company, Buddy's All Stars, and Triangle Sports will meet the City's needs, and determined that the allowable spending per uniform will be the following:  Flag Football ($45), Soccer ($35), Basketball ($45), Baseball/Softball ($75), and T-Ball ($65). These prices reflect an increase of $5-$20 ($20 increase in T-Ball/Baseball/Softball, the season with the most participants) per uniform reflected in the previous contracts. This would total approximately $265,000.00 in spending per year on youth sports uniforms with 5,100 participants. The extra amount requested (up to $300,000, the annual  amount for each contract) is in case of increases in registrations, especially during the T- ball/Baseball/Softball season where the uniforms are more costly.

Staff has determined that the total yearly budget for youth sports uniforms will be $300,000.00, which includes the aforementioned buffer to account for an increase in registrations. To mitigate risks such as poor service or potential business disruptions, the request for staff to have contractual authorization to use each vendor for up to the full $300,000.00 annually ensures flexibility and continuity in the event of unforeseen issues with one or more of the on-call vendors. To clarify, the annual budget allocated for uniforms will be capped at a not-to-exceed total of $300,000.00 per year.

$218,230 of the $300,000 Youth Sports Resident Uniform Subsidy, which began with the Flag Football/Soccer season in 2023, has been spent to date. This has provided uniforms for 5,507 Carson resident Youth Sports participants. For the most recent three sports seasons, a total of $198,979.93 has been spent on resident participant uniforms. The subsidy has covered $122,515 of that amount.

Here is a summary of the total spent by sport and vendor for the last three sport seasons:

ALISONWHITNEY/NEXGEN AMERICAN SOCCERCOMPANY PROTIMESPORTS TOTAL T-BALL/BASEBALL/SOFTBALL2024 $45,213.53 $19,557.39 $28,876.41 $93,647.33 FOOTBALL/SOCCER 2024 $13,963.50 $30,621.00 $7,863.16 $52,447.66 BASKETBALL 2024/2025 $35,300.25 $17,584.69 $0 $52,884.94 TOTAL: $94,477.28 $67,763.08 $36,739.57 $198,979.93

V. FISCAL IMPACT
No impact to the current FY 24/25 budget in Youth Sports Account 101-90-950-701-6009, as expired contracts will be disencumbered. Additional funds up to $50,000.00 may be requested in FY 25/26 due to the increase in costs for uniforms and/or increase in youth sports registrations for the 2026 T-Ball/Baseball/Softball season.

VI. EXHIBITS

1. Contract Services Agreement - American Soccer Company, Inc.2. Contract Services Agreement - Buddy's AllStars3. Contract Services Agreement - Triangle Sports Inc.4. RFP No. 25-001 On-Call Youth Sports Programs - Uniforms5. Bid Register RFP 25-001. American Soccer Company, Inc. Bid/Pricing7. Buddy's AllStars Bid/Pricing. Triangle Sports Inc. Bid/Pricing

Attachments
Contract Services Agreement - American Soccer Company Inc.

Contract Services Agreement - Buddys AllStars
Contract Services Agreement - Triangle Sports Inc.

RFP 25-001 On-Call Youth Sports Program - Uniforms
Bid Register RFP 25-001
American Soccer Company, Inc. Bid/Pricing
Buddy's AllStars Bid/Pricing
Triangle Sports Inc. Bid/Pricing

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
AMERICAN SOCCER COMPANY, INC.

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
AMERICAN SOCCER COMPANY, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025, by and between the CITY OF CARSON, a California municipal corporation (“City”) and AMERICAN SOCCER COMPANY, INC , a California corporation, dba Score Sports (“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.

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 Carson’s 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 -2-
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, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facil ities, 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 co nditions 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 writt en instructions are received from the Contract Officer.

1.6 Care of Work.

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

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 Nine Hundred Thousand Dollars and Zero Cents ($900,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 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 may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 F
orce Majeure.

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

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of 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:

Sherilyn Cajigal Bid Coordinator
(Name) (Title)
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Charles Choomngern Finance- Sales Operations Manager
(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an -7-
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 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) Wo
rker ’s Compensation Insurance. A policy of worker’s 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 Employer’s Liability insurance coverage limits of at least $1,000,000.00.
(c) A
utomotive 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 -8-
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 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 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) S
ubcontractors . 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) A
dditional 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 G
eneral Insurance Requirements .

All of the above policies 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 or its officers, employees or agents may apply in excess of, and not contribute with Consultant’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.

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 Certi ficates 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 -9-
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] ______________
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 insured 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 persons or property resulting from the Consultant’s activities or the activities of any person or persons for which t he Consultant is otherwise responsible nor shall it limit the Consultant’s 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, -10-
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 e ntity 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, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver her eof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination 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 -11-
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 the City in providing access to the books and r ecords 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 -12-
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions -13-
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. -14-

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

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

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed the City as previously stated. -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 to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the 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 financi al 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. -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 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 co nstitute 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.
-17-

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in 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. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) 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]
-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
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

AMERICAN SOCCER COMPANY, Inc., a
California corporation, dba Score Sports

By:

Name:

Title:

By:

Name:

Title:

Address: 20701 Manhattan Place,
Torrance, CA 90501

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.

01007.0001/1041844.5

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 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. 01007.0001/1041844.5

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 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. 01007.0001/1041844.5 A-1
EXHIBIT “A”

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

Provide the City with sports uniform items for baseball, basketball, flag football, soccer, track, and softball for use in the City’s Youth Sports programs conducted at City Park and recreation facilities, in accordance with Section II below. The quantity will depend on the City’s needs as determined by the Contract Officer in his or her sole discretion. Uniforms for each sport shall be packaged separately by individual teams.

This Agreement retains the Consultant’s on-call availability and commitment to pricing, but does not guarantee that the City will request or approve any Task Proposals or services from Consultant pursuant to this Agreement. This Agreement does not create any entitlement of Consultant to perform any services or receive any compensation except for Consultant’s services rendered pursuant to an approved Task Proposal, if and as may be approved the Contract Officer pursuant to section II below.

II. Consultant must perform all on -call Service s 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 and the specifications of each item requested/proposed for sale ; the costs to perform the task , including item -specific prices (“Task Budget”) complying with Exhibit C (Schedule of Compensation) and Exhibit C-1; an explanation of how the cost was determined; and, a schedule for completion of the task with a task completion date (“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 if/when approved, will issue a notice to proceed to Consultant. Notwithstanding any other provision of this Agreement, notices to proceed and other notices pursuant to this Section II may be issued via email by the Contract Officer or his or her designee on behalf of City, or by Consultant’s Principal or his or her des ignee on behalf of Consultant, using designated email addresses which shall be exchanged by the Contract O fficer and Consultant’s Principal promptly upon execution of this Agreement and thereafter kept current at all times; if no notice of a change to a designated email address has been provided, the last-designated email address for that purpose shall be deemed current. Email notice provided in accordance with this Section II shall be deemed delivered one business day (M -F, excluding state and federal holidays) after transmission of the email.

D. The task shall be performed at a cost not to exceed the Task Budget. 01007.0001/1041844.5 A-2
E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date.

III. The Parks that host the Youth Sports programs/leagues that will be provided with uniforms (if and as authorized pursuant to Section II above) are the following:

1. Anderson Park
19101 S. Wilmington Ave.

Carson, CA 90746

7. Dominguez Park
21330 Santa Fe Avenue
Carson, CA 90810

2. Calas Park
1000 E. 220th Street
Carson, CA 90745

8. Hemingway Park
700 E. Gardena Boulevard
Carson, CA 90746

3. Carriage Crest Park
23800 S. Figueroa Street
Carson, CA 90745

9. Foisia Park
23410 Catskill Avenue
Carson, CA 90745

4. Carson Park
21411 S. Orrick Avenue
Carson, CA 90745

10. Mills Park
1340 E. Dimondale Dr.

Carson, CA 90746

5. Del Amo Park
703 E. Del Amo Boulevard
Carson, CA 90746

11. Stevenson Park
17400 Lysander Drive
Carson, CA 90746

6. Dolphin Park
21205 Water Street
Carson, CA 90745

12. Veterans Park / Veterans
Sports Complex
22400 Moneta Avenue
Carson, CA 90745

IV. Primary City staff contacts, subject to change by City, shall be as follows:

A. Anderson Park – Aundrea Rockhold, Recreation Center Supervisor II B. Calas Park – Larry Failla, Recreation Center Supervisor II C. Carriage Crest Park – Carolyn Pele, Recreation Center Supervisor II D. Carson Park – Cristina Herrera, Senior Recreation Center Supervisor E. Del Amo Park – Angel Zamora, Recreation Center Supervisor I 01007.0001/1041844.5 A-3
F. Dolphin Park – Pat Camacho, Recreation Center Supervisor II G. Dominguez Park – Nick Reyes, Recreation Center Supervisor I H. Hemingway Park – Gwen Whitaker, Recreation Center Supervisor II I. Foisia Park – Janny Noa, Senior Recreation Center Supervisor J. Mills Park – Mickie Sanchez, Recreation Center Supervisor II K. Stevenson Park – Howard Johnson, Recreation Center Supervisor I L. Veterans Park – Isaac Gardner, Senior Recreation Center Supervisor M. Veterans Sports Complex – Kenny Harris, Recreation Center Supervisor II N. Invoice Submissions – Nancy Rusas, Youth Sports Coordinator O. Contract Officer – Tim Grierson, Recreation Superintendent V. As part of the Services, Consultant will maintain availability of all of the following items, and will prepare and deliver the same to the City upon request/authorization pursuant to Section II above:

A. Baseball Uniforms

1. Uniform Items: (i) jersey - any of the item numbers listed in subparagraph (2) below (all shall be available) , with screen print as described below in subsection (H) below; (ii) solid socks - item no. 800; (iii) traditional baseball cap – item no. BCAP; (iv) baseball pant - any of the item numbers listed in subparagraph (3) below (all shall be available) ; and (v) belt – item n o.

BBELT.

2. Available jersey item no.’s (parenthetical denotes style of item): (i) Pittsburg No. C619 (full button); (ii) Brooklyn No. C537 (two button); and (iii) Phoenix No. C413 (sleeveless).

3. Available pant item no.’s (parenthetical denotes style of item) : (i) item no.

Tulsa B2002 (belt loop pant) ; and (ii) item no. Toledo BPPANT (pull up pant).

4. MLB caps are available at the rates specified in Exhibit “C”.

B. Softball Uniforms

1. Uniform Items: (i) jersey - any of the item numbers listed in subparagraph (2) below (all shall be available), with screen print as described in subsection (H) below; (ii) solid socks – item no. 800; (iii) visor – item no. BVIS; (iv) hat 01007.0001/1041844.5 A-4
- item no. BCAP; (v) shorts – item no. Sydney 117A; and (vi) pant – any of the item numbers listed in subparagraph (3) below (all shall be available).

2. Available jersey item no.’s (parenthetical denotes style of item): (i) Pittsburg No. C619 (full button); (ii) Brooklyn No. C537 (two button); (iii) Phoenix No. C413 (v-neck); and (iv) Versailles No. 296 (sleeveless).

3. Available pant item no.’s (parenthetical denotes style of item): (i) item no.

LACBP1 (women’s cut belt loop pant) and (ii) item no. LACBP3

4. MLB caps/visors are available at the rates specified in Exhibit “C”.

C. Flag Football Uniforms

1. Uniform Items: (i) short sleeve jersey with screen print as described in subsection (H) below ; and (ii) shorts – item no. California 1140.

D. Basketball Uniforms

1. Uniform Items: (i) jersey – item no. Pueblo B720 (reversible v-neck), with screen print as described in subsection (H) below; (ii) shorts - item no.

California 1140; and (iii) hooded sweatshirt – item no. 4040.

E. Soccer Uniforms

1. Uniform Items: (i) short sleeve jersey – item no. Costa Rica 235. with screen print as described in subsection (H) below; (ii) shorts – item no. Sydney 117A; (iii) solid socks - item no. 800; and (iv) shin guards – item no. 9700.

F. Track Uniforms

1. Uniform Items: (i) jersey – item no. Chicago B379, with screen print as described in subsection (H) below; (ii) shorts – item no. Sydney 117A; and (iii) solid socks – item no. 800.

G. Except as otherwise provided in this Agreement, available sizes for all uniform items shall be as follows: Youth XXS-XL, Adult S-4XL. Pricing set forth in Exhibit “C” is the same for all sizes . Available colors shall be as set forth in Consultant’s proposal or bid.

H. All uniform numbers and letterings will be screen printed for front number, back number, and team name/graphic.

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

A. As requested by Contract Officer.
01007.0001/1041844.5 A-5
B. Consultant to confirm and provide updates on shipment and delivery of all uniforms and apparel after each order placement.

VII. 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 the City.

01007.0001/1041844.5 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough) I. Section 2.1 ( Contract Sum) is hereby amended as follows:
“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 Nine Hundred Thousand Dollars and Zero Cents ($900,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City exercises one or both of its one-year options to extend the term of this Agreement pursuant to Section 3.4, the total compensation for each one-year option period shall not exceed $300,000, unless additional compensation is approved pursuant to Section 1.8.” II. The first paragraph of Section 2.4 (Invoices) is hereby amended as follows:
“Except as otherwise provided in Exhibit “C” (Schedule of Compensation), Eeach 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.” III. Section 3.4 (Term ) is hereby amended as follows:
“ 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”). City may, in its sole discretion and subject to City Council approval, upon written notice to Consultant, extend the term of the Agreement, at the same pricing rates specified in the Schedule of Compensation for Year 3 of this Agreement, by up to two (2) additional one - year extension periods.”
IV. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted.
01007.0001/1041844.5 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall establish a Task Budget for each Task identifying the subtasks, based on the pricing rates set forth in this Exhibit and Exhibit “C -1.” If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal and shall be subject to Contract Officer approval pursuant to Section II of Exhibit “A” (Scope of Services).

II. 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 items describing the applicable pricing rate.

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

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

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

III. The total compensation for the Services shall not exceed $ 900,000.00 as provided in Section 2.1 of this Agreement.

IV. The Consultant’s pricing rates are set forth in Exhibit “C-1.” The following additional terms apply to Consultant’s pricing rates:

A. No delivery charges via Score Delivery on main orders.

B. Standard UPS Ground shipping rates for any late add-on orders.

C. Any additional screen print beyond that specified in Section V(H) of Exhibit “A” is as follows: $2.00 for the first two (2) years and $2.50 for year three (3) for a screen printed 10” 1-Color Logo on Stock Jerseys.

01007.0001/1041844.5 C-2
EXHIBIT C-1

Baseball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full-
button
$27.95 $27.95 $27.95 $27.95 $29.35 $29.35 Score Brand: Pittsburg No. C- 619
Two-
button
$18.95 $18.95 $18.95 $18.95 $19.90 $19.90 Score Brand: Brooklyn No. C- 537
Two -
button
Sublimated
Option
$23.95 $23.95 $23.95 $23.95 $25.15 $25.15
V- Neck $16.95 $16.95 $16.95 $16.95 $17.80 $17.80 Score Brand: Phoenix No. C-413

V-Neck
Sublimated
Option
$19.95 $19.95 $19.95 $19.95 $20.95 $20.95
01007.0001/1041844.5 C-3

Baseball Uniform-Pants
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Belt
Loop
$17.95 $17.95 $17.95 $17.95 $18.85 $18.85 Score Brand: Tulsa Pant No.

B2002
Pull-
Up
$11.95 $11.95 $11.95 $11.95 $12.55 $12.55 Score Brand: Toledo Pant No.

BPPANT
Baseball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat $4.45 $4.45 $4.45 $4.45 $4.65 $4.65 Score Brand: BCAP; Alternative:

MLB hat ($9.95).

Belt $5.45 $5.45 $5.45 $5.45 $5.70 $5.70 Score Brand: Belt No. BBELT Socks $4.15 $4.15 $4.15 $4.15 $4.35 $4.35 Score Brand: Solid Socks No. 800 01007.0001/1041844.5 C-4

Softball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full-
button
$27.95 $27.95 $27.95 $27.95 $29.35 $29.35 Score Brand: Pittsburg No. C- 619
Two-
button
$18.95 $18.95 $18.95 $18.95 $19.90 $19.90 Score Brand: Brooklyn No. C- 537
Two -
button
Sublimated
Option
$23.95 $23.95 $23.95 $23.95 $25.15 $25.15
V- Neck $16.95 $16.95 $16.95 $16.95 $17.80 $17.80 Score Brand: Phoenix No. C-413

V-Neck
Sublimated
Option
$19.95 $19.95 $19.95 $19.95 $20.95 $20.95
Sleeveless $13.95 $13.95 $13.95 $13.95 $14.65 $14.65 Score Brand: Versailles No. 296 01007.0001/1041844.5 C-5

Softball Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pant-
Women
Cut)
Belt
Loop
$17.95 $17.95 $17.95 $17.95 $18.85 $18.85 Score Brand: Softball Belted LACBP1
Pant-
Women
Cut-
Pull-Up
$11.95 $11.95 $11.95 $11.95 $12.55 $12.55 Score Brand: Softball Pull-Up LACBP3
Shorts $10.95 $10.95 $10.95 $10.95 $11.50 $11.50 Score Brand: Sydney 117A Softball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat $4.45 $4.45 $4.45 $4.45 $4.65 $4.65 Score Brand: Twill Cap- BCAP; Alternative: MLB hat ($9.95).
01007.0001/1041844.5 C-6

Visor $4.45 $4.45 $4.45 $4.45 $4.65 $4.65 Score Brand: Twill Visor-BVIS Alternative: MLB Visor ($10.35)
Socks $4.15 $4.15 $4.15 $4.15 $4.35 $4.35 Score Brand: Solid Socks No. 800
Flag Football Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve
$14.95 $14.95 $14.95 $14.95 $15.70 $15.60 Score Brand; Texas (F281) Short
Sleeve
(Sublimated)
$19.95 $19.95 $19.95 $19.95 $20.95 $20.95
01007.0001/1041844.5 C-7

Flag Football Full Uniform Package Price: $20.95 (includes (i) jersey style/item no. Texas F281 and (ii) shorts – California No. 1140.)
Sublimated Package Price: $25.95 (includes (i) jersey style/item no. Texas F281 sublimated option and (ii) shorts – California No. 1140.)
Flag Football Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts $11.45 $11.45 $11.45 $11.45 $12.00 $12.00 California (1140) Available as Jersey & Short
Package
Basketball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Reversible
V-Neck
$13.95 $13.95 $13.95 $13.95 $14.65 $14.65 Score Brand: Pueblo B720

Reversible
V-Neck
(Single Sided
$21.95 $21.95 $21.95 $21.95 $23.05 $23.05
01007.0001/1041844.5 C-8

Basketball Full Uniform Package Price: $20.95 (includes (i) jersey style/item no. Pueblo B720 and (ii) shorts – California No. 1140).

Sublimated Package Price: $35.90 ( includes (i) jersey style/item no. Pueblo B720 single sided sublimated option and (ii) shorts – California No. 1140).

Sublimated
Option)
Hooded
Sweatshirt
$26.95 $26.95 $26.95 $26.95 $28.30 $28.30 Score Brand: Hoodie 4040 Basketball Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts $11.45 $11.45 $11.45 $11.45 $12.00 $12.00
Shorts -
Sublimated
Option
$15.95 $15.95 $15.95 $15.95 $16.75 $16.75
Soccer Uniform - Jersey
Item Unit
Cost
Year 1
Unit
Cost
Year 1
Unit
Cost
Year 2

Unit
Cost
Year 2
Unit
Cost
Year 3
Unit
Cost
Year 3
Notes
01007.0001/1041844.5 C-9

Adult
Size
Youth
Size
Adult
Size Youth
Size
Adult
Size
Youth
Size
Short
Sleeve
$13.45 $13.45 $13.45 $13.45 $14.10 $14.10 Score Brand: Costa Rica 235

Soccer Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts $10.95 $10.95 $10.95 $10.95 $11.50 $11.50 Sydney (117A) Available as Jersey, Short, &
Sock Package: $18.45
Soccer Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year
1 Youth
Size
Unit
Cost
Year
2 Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
01007.0001/1041844.5 C-10
Soccer Full Uniform Package Price: $18.45 (includes (i) jersey style/item no. Costa Rica No. 235 with one screen print as described in Exhibit “A”; (ii) shorts – Sydney No. 117A; and (iii) solid socks no. 800).

Track Full Uniform Package Price: $21.45 (includes (i) jersey style/item no. Chicago No. B379; (ii) shorts – Sydney No. 117A; and (iii) solid socks no. 800).

Socks $4.15 $4.15 $4.15 $4.15 $4.35 $4.35 Score Brand: Solid Socks No. 800

Shin
Guards
$4.65 $4.65 $4.65 $4.65 $4.85 $4.85 Score Brand; Trainer No. 9700 Track Uniform
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Jersey $16.95 $16.95 $16.95 $16.95 $17.80 $17.80 Score Brand: Chicago B379 Available as Jersey, Short &
Sock Package: $21.45
Shorts $10.95 $10.95 $10.95 $10.95 $11.50 $11.50 Score Brand; Sydney No. 117A
Socks $4.15 $4.15 $4.15 $4.15 $4.35 $4.35 Score Brand: Solid Socks No. 800
01007.0001/1041844.5 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services timely in accordance with this Exhibit “D” and the applicable approved Task Proposal pursuant to Section II of Exhibit “A.” All Services shall be completed by the applicable Task Completion Date.

II. Unless otherwise provided in the applicable approved Task Proposal, Consultant shall complete all Services: (i) for each main season order within 10 – 15 business days, (M-F, excluding state and federal holidays), inclusive of shipping and delivery, from City’s notice to proceed pursuant to Section II of Exhibit “A”; and (ii) for each late add -on order within 4 – 7 business days (M -F, excluding state and federal holidays) inclusive of shipping and delivery, following City’s notice to proceed pursuant to Section II of Exhibit “A”. For purposes of this Section, “main season order” means and refers to an order submitted by the City at or near the outset of a given sports season whereby the City orders uniforms for the teams and players participating in the sports season based on the initial registration for the season, and “late add-on order” refers to all other orders.

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

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
BUDDY’S ALLSTARS

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
BUDDY’S ALLSTARS
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025, by and between the CITY OF CARSON, a California municipal corporation (“City”) and BUDDY’S ALLSTARS, 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, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

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

C. Pursuant to the City of Carson’s 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

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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, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agre ement, 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 facil ities, 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 co nditions 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 writt en instructions are received from the Contract Officer.

1.6 Care of Work.

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

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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 specifi cally 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.

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 Nine Hundred Thousand Dollars and Zero Cents ($900,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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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.

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

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

2.4 Invoices.

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

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 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 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 th e 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 government al agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of 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:

Anthony Marchese Bid Coordinator
(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 Agreement.

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an

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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 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, whe ther 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 Consult ant 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) Worker’s Compensation Insurance . A policy of worker’s 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 inj uries 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 Employer’s Liability insuran ce 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

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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 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 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 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 the above policies 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 or its officers, employees or agents may apply in excess of, and not contribute with Consultant’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 insu rance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

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 Certi ficates 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

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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 COMPANY 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 a ppointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured 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 gua ranteeing 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 Consultant’s activities or the activities of any person or persons for which t he Consultant is otherwise responsible nor shall it limit the Consultant’s 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,

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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 e ntity 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 Agreemen t, 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, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination 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 the City in providing access to the books and r ecords 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

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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 Consultant, and Consultant’s g uarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, 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 opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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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 court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 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 ti me as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursua nt 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.

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7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performan ce 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 financi al 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, r eligion, 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.

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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 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.

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9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest 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 v iolation 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. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or cons equence of obtaining or being awarded any agreement.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not l imited 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 oth er 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 Agreeme nt, 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]

-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
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

BUDDY’S ALLSTARS, a California corporation

By:

Name:

Title:

By:

Name:

Title:

Address:

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

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

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

01007.0001/1042643.5

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 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.

01007.0001/1042643.5

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 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.

01007.0001/1042643.5 A-1
EXHIBIT “A”

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

Provide the City with sports uniform items for baseball, basketball, flag football, soccer, track, and softball for use in the City’s Youth Sports programs conducted at City Park and recreation facilities, in accordance with Section II below. The quantity will depend on the City’s needs as determined by the Contract Officer in his or her sole discretion. Uniforms for each sport shall be packaged separately by individual teams.

This Agreement retains the Consultant’s on-call availability and commitment to pricing, but does not guarantee that the City will request or approve any Task Proposals or services from Consultant pursuant to this Agreement. This Agreement does not create any entitlement of Consultant to perform any services or receive any compensation except for Consultant’s services rendered pursuant to an approved Task Proposal, if and as may be approved the Contract Officer pursuant to section II below.

II. Consultant must perform all on -call Service 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 and the specifications of each item requested/proposed for sale ; the costs to perform the task , including item -specific prices (“Task Budget”) complying with Exhibit C (Schedule of Compensation) and Exhibit C-1; an explanation of how the cost was determined; and, a schedule for completion of the task with a task completion date (“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 if/when approved, will issue a notice to proceed to Consultant. Notwithstanding any other provision of this Agreement, notices to proceed and other notices pursuant to this Section II may be issued via email by the Contract Officer or his or her designee on behalf of City, or by Consultant’s Principal or his or her des ignee on behalf of Consultant, using designated email addresses which shall be exchanged by the Contract O fficer and Consultant’s Principal promptly upon execution of this Agreement and thereafter kept current at all times; if no notice of a change to a designated email address has been provided, the last-designated email address for that purpose shall be deemed current. Email notice provided in accordance with this Section II shall be deemed delivered one business day (M-F, excluding state and federal holidays) after transmission of the email.

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

01007.0001/1042643.5 A-2
E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date.

III. The Parks that host the Youth Sports programs/leagues that will be provided with uniforms (if and as authorized pursuant to Section II above) are the following:

1. Anderson Park
19101 S. Wilmington Ave.

Carson, CA 90746

7. Dominguez Park
21330 Santa Fe Avenue
Carson, CA 90810

2. Calas Park
1000 E. 220th Street
Carson, CA 90745

8. Hemingway Park
700 E. Gardena Boulevard
Carson, CA 90746

3. Carriage Crest Park
23800 S. Figueroa Street
Carson, CA 90745

9. Foisia Park
23410 Catskill Avenue
Carson, CA 90745

4. Carson Park
21411 S. Orrick Avenue
Carson, CA 90745

10. Mills Park
1340 E. Dimondale Dr.

Carson, CA 90746

5. Del Amo Park
703 E. Del Amo Boulevard
Carson, CA 90746

11. Stevenson Park
17400 Lysander Drive
Carson, CA 90746

6. Dolphin Park
21205 Water Street
Carson, CA 90745

12. Veterans Park / Veterans
Sports Complex
22400 Moneta Avenue
Carson, CA 90745

IV. Primary City staff contacts, subject to change by City, shall be as follows:

A. Anderson Park – Aundrea Rockhold, Recreation Center Supervisor II B. Calas Park – Larry Failla, Recreation Center Supervisor II C. Carriage Crest Park – Carolyn Pele, Recreation Center Supervisor II D. Carson Park – Cristina Herrera, Senior Recreation Center Supervisor

01007.0001/1042643.5 A-3
E. Del Amo Park – Angel Zamora, Recreation Center Supervisor I F. Dolphin Park – Pat Camacho, Recreation Center Supervisor II G. Dominguez Park – Nick Reyes, Recreation Center Supervisor I H. Hemingway Park – Gwen Whitaker, Recreation Center Supervisor II I. Foisia Park – Janny Noa, Senior Recreation Center Supervisor J. Mills Park – Mickie Sanchez, Recreation Center Supervisor II K. Stevenson Park – Howard Johnson, Recreation Center Supervisor I L. Veterans Park – Isaac Gardner, Senior Recreation Center Supervisor M. Veterans Sports Complex – Kenny Harris, Recreation Center Supervisor II N. Invoice Submissions – Nancy Rusas, Youth Sports Coordinator O. Contract Officer – Tim Grierson, Recreation Superintendent V. As part of the Services, Consultant will maintain availability of all of the following items, and will prepare and deliver the same to the City upon request/authorization pursuant to Section II above:

A. Baseball Uniforms

1. Uniform Items: (i) jersey - any of the styles listed in subparagraph (2) below (all shall be available), with screen print as described in subsection (H) below; (ii) socks ; (iii) hat; (iv) pant - any of the styles listed in subparagraph (3) below; and (v) belt.

2. Available jersey styles – (i) full button; (ii) two button; and (iii) v-neck.

3. Available pant styles - (i) belt loop; and (ii) pull up.

B. Softball Uniforms

1. Uniform Items: (i) jersey - any of the styles listed in subparagraph (2) below (all shall be available), with screen print as described in subsection (H) below; (ii) socks; (iii) visor; (iv) hat; (v) shorts; and (vi) pant - any of the styles listed in subparagraph (3) below

2. Available jersey styles – (i) full button; (ii) two button; (iii) v -neck; and (iv) sleeveless.

3. Available pant styles - (i) women’s cut belt loop; and (ii) women’s cut pull up.

01007.0001/1042643.5 A-4
C. Flag Football Uniforms

1. Uniform Items: (i) short-sleeve flag football style jersey with screen print as described in subsection (H) below; and (ii) shorts..

D. Basketball Uniforms

1. Uniform Items: (i) reversible v-neck jersey, with screen print as described below; (ii) shorts; and (iii) hooded sweatshirt.

E. Soccer Uniforms

1. Uniform Items: (i) short sleeve boys or girls jersey , with screen print as described in subsection (H) below; (ii) boys or girls shorts; (iii) socks; and (iv) shin guards.

F. Track Uniforms

1. Uniform Items: (i) jersey with one screen print as described in subsection (H) below; (ii) shorts; and (iii) crew style socks.

G. Except as otherwise provided in this Agreement, sizes for all uniform items shall be as follows: Youth XXS-XL, Adult S-4XL. Pricing is set forth in Exhibit “C.” H. All uniform numbers and letterings will be screen printed for front number, back number, and team name/graphic.

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

A. As requested by Contract Officer.

B. Consultant to confirm and provide updates on shipment and delivery of all uniforms and apparel after each order placement.

VII. 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 the City.

01007.0001/1042643.5 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough) I. Section 2.1 (Contract Sum) is hereby amended as follows:
“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 Nine Hundred Thousand Dol lars and Zero Cents ($900,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City exercises one or both of its one-year options to extend the term of this Agreement pursuant to Section 3.4, the total compensation for each one-year option period shall not exceed $300,000, unless additional compensation is approved pursuant to Section 1.8.” II. The first paragraph of Section 2.4 (Invoices) is hereby amended as follows:
“Except as otherwise provided in Exhibit “C” (Schedule of Compensation), Eeach 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.” III. Section 3.4 (Term) is hereby amended as follows:
“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”). City may, in its sole discretion and subject to City Council approval, upon written notice to Consultant, extend the term of the Agreement, at the same pricing rates specified in the Schedule of Compensation for Year 3 of this Agreement, by up to two (2) additional one - year extension periods.”
IV. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted.

01007.0001/1042643.5 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall establish a Task Budget for each Task identifying the subtasks, based on the pricing rates set forth in this Exhibit and Exhibit “C -1.” If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal and shall be subject to Contract Officer approval pursuant to Section II of Exhibit “A” (Scope of Services).

II. 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 items describing the applicable pricing rate.

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

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

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

III. The total compensation for the Services shall not exceed $ 900,000.00 as provided in Section 2.1 of this Agreement.

IV. The Consultant’s pricing rates are set forth in Exhibit “C-1.” The following additional terms apply to Consultant’s pricing rates:

A. Screen prints and sublimation cost are included in the unit prices.

B. Delivery and shipping costs 4.0% of the order total.

C. Late add-on orders less than six (6) units shall have a 25% markup.

01007.0001/1042643.5 C-2
EXHIBIT C-1

Baseball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes

(Jerseys include team name
and numbers front and back)
Full-
button
$25.26 $25.26 $27.60 $27.60 $28.88 $28.88
Two-
button
$20.17 $20.17 $21.78 $21.78 $22.79 $22.79
V- Neck $22.96 $22.96 $24.80 $24.80 $25.94 $25.94

01007.0001/1042643.5 C-3

Baseball Uniform-Pants
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes

(No decorations – blank)
Belt
Loop
$16.94 $16.94 $18.30 $18.30 $19.14 $19.14
Pull-
Up
$9.74 $9.74 $10.52 $10.52 $11.01 $11.01
Baseball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes

(Cap pricing includes front
logo)
Hat $11.47 $11.47 $12.39 $12.39 $12.96 $12.96
Belt $3.69 $3.69 $3.99 $3.99 $4.17 $4.17
Socks $2.94 $2.24 $3.18 $2.42 $3.33 $2.53

01007.0001/1042643.5 C-4

Softball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Jerseys include team name
and numbers front and back)
Full-
button
$45.60 $45.60 $49.25 $49.25 $51.53 $51.53
Two-
button
$22.27 $22.27 $24.05 $24.05 $25.17 $25.17
V- Neck $20.58 $20.58 $22.23 $22.23 $23.26 $23.26
Sleeveless $20.13 $20.13 $21.74 $21.74 $22.75 $22.75

01007.0001/1042643.5 C-5

Softball Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Non-Decorated – blank)
Pant-
Women
Cut)
Belt
Loop
$15.63 $15.63 $16.88 $16.88 $17.66 $17.66
Pant-
Women
Cut-
Pull-Up
$11.74 $11.74 $12.68 $12.68 $13.27 $13.27
Shorts $12.48 $12.48 $13.48 $13.48 $14.10 $14.10 $12.48 / $13.48 / $14.10 Softball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Cap and Visor pricing
includes front logo)
Hat $9.27 $9.27 $10.01 $10.01 $10.48 $10.48 Snapback: S/M, L/XL

01007.0001/1042643.5 C-6

Visor $9.87 $9.87 $10.66 $10.66 $11.15 $11.15 Adjustable: S/M, L/XL Socks $2.94 $2.24 $3.18 $2.42 $3.33 $2.53
Flag Football Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(SS jerseys include team name
and numbers front and back)
Short
Sleeve
$17.48 $18.48 $19.96 $19.96 $20.88 $20.88 Flag football style jersey Flag Football Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Flag shorts include printed
logo)
Shorts $12.94 $12.94 $13.98 $13.98 $14.62 $14.62 $12.94 / $13.98 / $14.62

01007.0001/1042643.5 C-7

Basketball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Reversible includes team
name, numbers front and back,
both sides)
Reversible
V-Neck
$33.82 $33.82 $36.53 $36.53 $38.22 $38.22
Hooded
Sweatshirt
$12.36 $12.36 $13.35 $13.35 $13.97 $13.97 Pricing includes front logo Basketball Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts $18.12 $18.12 $19.57 $19.57 $20.48 $20.48 $18.12 / $19.57 / $20.48

01007.0001/1042643.5 C-8

Soccer Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Boys Short
Sleeve
$18.93 $18.93 $20.44 $20.44 $21.39 $21.39 Boy’s Jersey
Girls
Short
Sleeve
$17.23 $17.23 $18.61 $18.61 $19.47 $19.47 Girl’s Jersey Soccer Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Boys
Shorts
$9.67 $9.67 $10.44 $10.44 $10.93 $10.93 Boy’s Short
Girls
Shorts
$12.58 $12.58 $13.59 $13.59 $14.22 $14.22 Girl’s Short

01007.0001/1042643.5 C-9

Soccer Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year
1 Youth
Size
Unit
Cost
Year
2 Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Socks are knee length)
Socks $2.94 $2.24 $3.18 $2.42 $3.33 $2.53

Shin
Guards
$4.97 $4.97 $5.37 $5.37 $5.62 $5.62 Sizes: XS-XL
Track Uniform
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
(Track singlet includes 1 logo
center front)
Jersey $9.47 $9.47 $10.23 $10.23 $10.70 $10.70
Shorts $10.63 $10.63 $11.48 $11.48 $12.01 $12.01
Socks $3.24 $3.24 $3.50 $3.50 $3.66 $3.66 Sock style quoted: crew style.

Knee length sock pricing above.

01007.0001/1042643.5 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services timely in accordance with this Exhibit “D” and the applicable approved Task Proposal pursuant to Section II of Exhibit “A.” All Services shall be completed by the applicable Task Completion Date.

II. Unless otherwise provided in the applicable approved Task Proposal , Consultant shall complete all Services: (i) for each main season order within 15 business days (M- F, excluding state and federal holidays), inclusive of shipping and delivery, from City’s notice to proceed pursuant to Section II of Exhibit “A”; and (ii) for each late add-on order within 15 business days (M-F, excluding state and federal holidays) inclusive of shipping and delivery, following City’s notice to proceed pursuant to Section II of Exhibit “A” . For purposes of this Section, “main season order” means and refers to an order submitted by the City at or near the outset of a given sports season whereby the City orders uniforms for the teams and players participating in the sports season based on the initial registration for the season, and “late add -on order” refers to all other orders.

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

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
TRIANGLE SPORTS INC.

-1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
TRIANGLE SPORTS INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025, by and between the CITY OF CARSON, a California municipal corporation (“City”) and TRIANGLE SPORTS 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, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

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

C. Pursuant to the City of Carson’s 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

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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, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agre ement, 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 facil ities, 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 co nditions 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 writt en instructions are received from the Contract Officer.

1.6 Care of Work.

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

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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 specifi cally 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.

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 Nine Hundred Thousand Dollars and Zero Cents ($900,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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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.

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

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

2.4 Invoices.

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

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 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 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 th e 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 government al agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of 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:

Michael Bell Manager
(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 Agreement.

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an

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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 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, whe ther 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 Consult ant 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) Worker’s Compensation Insurance . A policy of worker’s 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 inj uries 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 Employer’s Liability insuran ce 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

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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 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 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 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 the above policies 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 or its officers, employees or agents may apply in excess of, and not contribute with Consultant’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 insu rance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

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 Certi ficates 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

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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 COMPANY 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 a ppointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured 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 gua ranteeing 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 Consultant’s activities or the activities of any person or persons for which t he Consultant is otherwise responsible nor shall it limit the Consultant’s 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,

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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 e ntity 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 Agreemen t, 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, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination 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 the City in providing access to the books and r ecords 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

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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 Consultant, and Consultant’s g uarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, 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 opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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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 court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 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 ti me as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursua nt 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.

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7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performan ce 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 financi al 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, r eligion, 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.

-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 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.

-17-

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest 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 v iolation 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. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or cons equence of obtaining or being awarded any agreement.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not l imited 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 oth er 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 Agreeme nt, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

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

CITY:

CITY OF 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
[pks]
CONSULTANT:

TRIANGLE SPORTS INC., a California corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 209 S 9th Ave, La Puente, CA 91746

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.

01007.0001/1042642.5

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 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.

01007.0001/1042642.5

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 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.

01007.0001/1042642.5 A-1
EXHIBIT “A”

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

Provide the City with sports uniform items for baseball, basketball, flag football, soccer, track, and softball for use in the City’s Youth Sports programs conducted at City Park and recreation facilities, in accordance with Section II below. The quantity will depend on the City’s needs as determined by the Contract Officer in his or her sole discretion. Uniforms for each sport shall be packaged separately by individual teams.

This Agreement retains the Consultant’s on -call availability and commitment to pricing, but does not guarantee that the City will request or approve any Task Proposals or services from Consultant pursuant to this Agreement. This Agreement does not create a ny entitlement of Consultant to perform any services or receive any compensation except for Consultant’s services rendered pursuant to an approved Task Proposal, if and as may be approved the Contract Officer pursuant to section II below.

II. Consultant must perform all on -call Service s 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 and the specifications of each item requested/proposed for sale ; the costs to perform the task , including item -specific prices (“Task Budget”) complying with Exhibit C (Schedule of Compensation) and Exhibit C-1; an explanation of how the cost was determined; and, a schedule for completion of the task with a task completion date (“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 if/when approved, will issue a notice to proceed to Consultant. Notwithstanding any other provision of this Agreement, notices to proceed and other notices pursuant to this Section II may be issued via email by the Contract Officer or his or her designee on behalf of City, or by Consultant’s Principal or his or her des ignee on behalf of Consultant, using designated email addresses which shall be exchanged by the Contract O fficer and Consultant’s Principal promptly upon execution of this Agreement and thereafter kept current at all times; if no notice of a change to a designated email address has been provided, the last-designated email address for that purpose shall be deemed current. Email notice provided in accordance with this Section II shall be deemed delivered one business day (M-F, excluding state and federal holidays) after transmission of the email.

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

01007.0001/1042642.5 A-2
E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date.

III. The Parks that host the Youth Sports programs/leagues that will be provided with uniforms (if and as authorized pursuant to Section II above) are the following:

1. Anderson Park
19101 S. Wilmington Ave.

Carson, CA 90746

7. Dominguez Park
21330 Santa Fe Avenue
Carson, CA 90810

2. Calas Park
1000 E. 220th Street
Carson, CA 90745

8. Hemingway Park
700 E. Gardena Boulevard
Carson, CA 90746

3. Carriage Crest Park
23800 S. Figueroa Street
Carson, CA 90745

9. Foisia Park
23410 Catskill Avenue
Carson, CA 90745

4. Carson Park
21411 S. Orrick Avenue
Carson, CA 90745

10. Mills Park
1340 E. Dimondale Dr.

Carson, CA 90746

5. Del Amo Park
703 E. Del Amo Boulevard
Carson, CA 90746

11. Stevenson Park
17400 Lysander Drive
Carson, CA 90746

6. Dolphin Park
21205 Water Street
Carson, CA 90745

12. Veterans Park / Veterans
Sports Complex
22400 Moneta Avenue
Carson, CA 90745

IV. Primary City staff contacts, subject to change by City, shall be as follows:

A. Anderson Park – Aundrea Rockhold, Recreation Center Supervisor II B. Calas Park – Larry Failla, Recreation Center Supervisor II C. Carriage Crest Park – Carolyn Pele, Recreation Center Supervisor II D. Carson Park – Cristina Herrera, Senior Recreation Center Supervisor E. Del Amo Park – Angel Zamora, Recreation Center Supervisor I

01007.0001/1042642.5 A-3
F. Dolphin Park – Pat Camacho, Recreation Center Supervisor II G. Dominguez Park – Nick Reyes, Recreation Center Supervisor I H. Hemingway Park – Gwen Whitaker, Recreation Center Supervisor II I. Foisia Park – Janny Noa, Senior Recreation Center Supervisor J. Mills Park – Mickie Sanchez, Recreation Center Supervisor II K. Stevenson Park – Howard Johnson, Recreation Center Supervisor I L. Veterans Park – Isaac Gardner, Senior Recreation Center Supervisor M. Veterans Sports Complex – Kenny Harris, Recreation Center Supervisor II N. Invoice Submissions – Nancy Rusas, Youth Sports Coordinator O. Contract Officer – Tim Grierson, Recreation Superintendent V. As part of the Services, Consultant will maintain availability of all of the following items, and will prepare and deliver the same to the City upon request/authorization pursuant to Section II above:

A. Baseball Uniforms

1. Uniform Items: (i) jersey - any of the item numbers listed in subparagraph (2) below (all shall be available), with screen print as described in subsection (H) below; (ii) socks – item no. AS5; (iii) MLB team cap – item no. MLB-350; (iv) baseball pant - any of the item numbers listed in subparagraph (3) below (all shall be available); and (v) belt – item no. A060.

2. Available jersey item no.’s (parenthetical denotes style of item): (i) BS33 (full button); (ii) BASEJ001 (two button); (iii) BASEJ003 (v-neck).

3. Available pant item no.’s (parenthetical denotes style of item ): (i) item no.

BP4 (belt loop pant); (ii) item no. BPPU1 (pull up pant).

B. Softball Uniforms

1. Uniform Items: (i) jersey - any of the item numbers listed in subparagraph (2) below (all shall be available), with screen print as described in subsection (H) below; (ii) socks - item no. AS2; (iii) visor – item no. 3001; (iv) hat – item no. 302C; (v) shorts – item no. 805; and (vi) softball pant - any of the item numbers listed in subparagraph (3) below (all shall be available).

2. Available jersey item no.’s (parenthetical denotes style of item) : (i) JBS8 (sleeveless full button); (ii) TSBSJ001 (two button); (iii) BST21 (v-neck); and (iv) TSBSJ001 (sleeveless two button).

01007.0001/1042642.5 A-4

3. Available pant item no.’s (parenthetical denotes style of item) : (i) item no.

BP11 (women’s cut belt loop pant ); and (ii) item no. BASEP001 (women’s cut pull up pant).

C. Flag Football Uniforms

1. Uniform Items: (i) jersey in any of the item numbers listed in subparagraph (2) below (all shall be available), with screen print as described in subsection (H) below; (ii) shorts – item no. BBS44; and (iii) pants - item no. FP12.

2. Available jersey item no.’s ( parenthetical denotes style of item ): (i) BST99 (short-sleeve); and (ii) BST99LS (long-sleeve),
D. Basketball Uniforms

1. Uniform Items: (i) jersey – item no. BASKJ001 (reversible), with screen print as described in subsection (H) below; (ii) shorts – item no.

BASKS001; and (iii) hooded short sleeve performance shirt - item no.

N3408.

E. Soccer Uniforms

1. Uniform Items: (i) jersey – item no. SOCCJ001 with screen print as described in subsection (H) below; (ii) shorts – item no. SOCCS001; (iii) socks – item no. AS5; and (iv) shin guards – item no. A119-A121.

F. Track Uniforms

1. Uniform Items: (i) jersey – item no. N2009, with screen print as described in subsection (H) below; (ii) shorts – item no. N5344; and (iii) socks – item no.

S8002.

G. Except as otherwise provided in this Agreement, available sizes for all uniform items shall be as follows: Youth XXS -XL, Adult S -4XL. Pricing is set forth in Exhibit “C.”. Available colors shall be as set forth in Consultant’s proposal or bid.

H. All uniform numbers and letterings will be screen printed for front number, back number, and team name/graphic.

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

A. As requested by Contract Officer.

B. Consultant to confirm and provide updates on shipment and delivery of all uniforms and apparel after each order placement.

01007.0001/1042642.5 A-5
VII. 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 the City.

01007.0001/1042642.5 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough) I. Section 2.1 (Contract Sum) is hereby amended as follows:
“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 Nine Hundred Thousand Dollars and Zero Cents ($900,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City exercises one or both of its one-year options to extend the term of this Agreement pursuant to Section 3.4, the total compensation for each one-year option period shall not exceed $300,000, unless additional compensation is approved pursuant to Section 1.8.” II. The first paragraph of Section 2.4 (Invoices) is hereby amended as follows:
“Except as otherwise provided in Exhibit “C” (Schedule of Compensation), Eeach 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.” III. Section 3.4 (Term) is hereby amended as follows:
“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”). City may, in its sole discretion and subject to City Council approval, upon written notice to Consultant, extend the term of the Agreement, at the same pricing rates specified in the Schedule of Compensation for Year 3 of this Agreement, by up to two (2) additional one - year extension periods.”
IV. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted.

01007.0001/1042642.5 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall establish a Task Budget for each Task identifying the subtasks, based on the pricing rates set forth in this Exhibit and Exhibit “C -1.” If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal and shall be subject to Contract Officer approval pursuant to Section II of Exhibit “A” (Scope of Services).

II. 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 items describing the applicable pricing rate.

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

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

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

III. The total compensation for the Services shall not exceed $ 900,000.00 as provided in Section 2.1 of this Agreement.

IV. The Consultant’s pricing rates are set forth in Exhibit “C-1.” The following additional terms apply to Consultant’s pricing rates:

A. Additional screen print beyond that specified in Section V(H) of Exhibit “A” - additional charge of $1.00.

B. Fully sublimated jersey - additional charge of $20.00.

C. Delivery and shipping charges - flat fee of $40.00 per shipment.

D. Late add-on orders will be at the same cost as original orders (no additional charge).

01007.0001/1042642.5 C-2
EXHIBIT C-1

Baseball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes

Full-
button
$19.00 $18.00 $19.00 $18.00 $19.00 $18.00 Bull Pen: BS33 Two-
button
$15.00 $14.00 $15.00 $14.00 $15.00 $14.00 Triangle Sports: BASEJ001 V- Neck $15.00 $14.00 $15.00 $14.00 $15.00 $14.00 Triangle Sports: BASEJ003

01007.0001/1042642.5 C-3

Baseball Uniform-Pants
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes

Belt
Loop
$11.00 $11.00 $11.00 $11.00 $11.00 $11.00 MVP Classic: BP4 Pull-
Up
$7.50 $7.50 $7.50 $7.50 $7.50 $7.50 Cycle: BPPU1
Baseball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes

Hat $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 MLB Team Cap: MLB-350 Belt $4.99 $4.99 $4.99 $4.99 $4.99 $4.99 Brute Belt: A060 Socks $3.50 $3.50 $3.50 $3.50 $3.50 $3.50 Featherweight Sock: AS5

01007.0001/1042642.5 C-4

Softball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full-
button
$38.00 $36.00 $38.00 $36.00 $38.00 $36.00 Juice Full: JBS8 Two-
button
$15.00 $14.00 $15.00 $14.00 $15.00 $14.00 Triangle Sports: TSBSJ001 V- Neck $9.99 $9.99 $9.99 $9.99 $9.99 $9.99 Star Ladies: BST21 Sleeveless $12.00 $12.00 $12.00 $12.00 $12.00 $12.00 Triangle Sports: TSBSJ001

01007.0001/1042642.5 C-5

Softball Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pant-
Women Cut-
Belt Loop
$14.00 $13.00 $14.00 $13.00 $14.00 $13.00 Traditional Low Rise: BP11 Pant-
Women Cut-
Pull-Up
$9.50 $9.50 $9.50 $9.50 $9.50 $9.50 Triangle Sports: BASEP001 Shorts $9.99 $9.99 $9.99 $9.99 $9.99 $9.99 Augusta Practice: 805 Softball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat $6.99 $6.99 $6.99 $6.99 $6.99 $6.99 Pacific Headwear: 302C Visor $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Decky Visor: 3001

01007.0001/1042642.5 C-6

Socks $3.50 $3.50 $3.50 $3.50 $3.50 $3.50 Multi-Sport Sock: AS2 Flag Football Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve
$7.50 $7.50 $7.50 $7.50 $7.50 $7.50 Vision: BST99
Long
Sleeve
$8.50 $8.50 $8.50 $8.50 $8.50 $8.50 Vision: BST99LS
Flag Football Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pants $11.50 $11.50 $11.50 $11.50 $11.50 $11.50 Touchback: FP12 Shorts $7.50 $7.50 $7.50 $7.50 $7.50 $7.50 Vision: BBS44

01007.0001/1042642.5 C-7

Basketball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Reversible
V-Neck
$14.00 $14.00 $14.00 $14.00 $14.00 $14.00 Triangle Sports: BASKJ001 Hooded
Short
Sleeve
$9.99 $9.99 $9.99 $9.99 $9.99 $9.99 Hooded Performance Shirt:

NS3408
Basketball Uniform-Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Triangle Sports: BASKS001

01007.0001/1042642.5 C-8

Soccer Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year
1 Youth
Size
Unit
Cost
Year
2 Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve
$11.50 $11.50 $11.50 $11.50 $11.50 $11.50 Triangle Sports: SOCCJ001 Soccer Uniform-Bottoms
Item Unit
Cost
Year
1 Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts $7.50 $7.50 $7.50 $7.50 $7.50 $7.50 Triangle Sports: SOCCS001 Soccer Uniform-Accessories
Item Unit
Cost
Year 1
Unit
Cost
Year
1 Unit
Cost
Year
2 Unit
Cost
Year 2
Unit
Cost
Year 3
Unit
Cost
Year 3
Notes

01007.0001/1042642.5 C-9

Adult
Size
Youth
Size

Adult
Size
Youth
Size
Adult
Size
Youth
Size
Socks $3.99 $3.99 $3.99 $3.99 $3.99 $3.99 Featherweight Socks: AS5 Shin
Guards
$6.00 $6.00 $6.00 $6.00 $6.00 $6.00 D3 Molded High Impact:

A119-A121
Track Uniform
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year
2 Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Jersey $9.50 $9.50 $9.50 $9.50 $9.50 $9.50 A4 Pacer: N2009 Shorts $9.50 $9.50 $9.50 $9.50 $9.50 $9.50 Triangle Sports: N5344 Socks $3.50 $3.50 $3.50 $3.50 $3.50 $3.50 A4 Socks: S8002

01007.0001/1042642.5 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services timely in accordance with this Exhibit “D” and the applicable approved Task Proposal pursuant to Section II of Exhibit “A.” All Services shall be completed by the applicable Task Completion Date.

II. Unless otherwise provided in the applicable approved Task Proposal , Consultant shall complete all Services: (i) for each main season order within 10 – 15 business days (M-F, excluding state and federal holidays), inclusive of shipping and delivery, from City’s notice to proceed pursuant to Section II of Exhibit “A”; and (ii) for each late add-on order within 5 – 10 business days (M-F, excluding state and federal holidays) inclusive of shipping and delivery , following City’s notice to proceed pursuant to Section II of Exhibit “A”. For purposes of this Section, “main season order” means and refers to an order submitted by the City at or near the outset of a given sports season whereby the City orders uniforms for the teams and players participating in the sports season based on the i nitial registration for the season, and “late add -on order” refers to all other orders.

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

City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745

REQUEST FOR PROPOSALS (RFP) 25-001

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

ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

ISSUE DATE: 09/26/2024
QUESTIONS DEADLINE: 10/03/2024 | 10:00 AM
PROPOSAL DEADLINE: 10/17/2024 | 10:00 AM

PROPOSALS MUST BE SUBMITTED ELECTRONICALLY

REGISTER AS A VENDOR AND SUBMIT ELECTRONIC PROPOSALS AT:
http://www.planetbids.com/portal/portal.cfm?CompanyID=32461

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 complete 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 25-001 shall control and govern.

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

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

2 RFP No. 25-001

ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

Table of Contents

A. Summary 3

B. Specific Proposal Requirements 4

C. Questions and Addenda 5

D. Proposer Qualifications 5

E. Project Location and Schedule 6

F. Insurance Requirements 6

G. Cost Proposal 7

H. Proposal Opening, Document Review and Award of Contract 7

Project Scope of Work & Specifications 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. Acknowledgement of Insurance Endorsements

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

7. Contract Insurance Checklist

8. Instructions for Entering Electronic Bids

9. Contract for Services Template Long Form (for reference only)

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

3 A. SUMMARY

The City of Carson; hereinafter referred to as “City”, is seeking proposals from qualified contractors for the provision of sports uniforms. These uniforms are required for various sports, including, baseball, basketball, flag football, soccer, softball, and/or trac k to support the City’s Youth Sports Program, which operates across 12 City park locations.

The contract is intended for an initial term of three (3) years, with the option for two (2) one- year extensions at the City’s discretion, based on the contractor’s performance.

After proposals are received, the City will review and may conduct additional interviews to clarify proposals received. To reiterate, the City reserves the right in its sole discretion to award all services to one proposer or to award to multiple proposers. The City also reserves the right to reject any and all proposals received and resolicit for proposals in its discretion, pursuant to Carson Municipal Code Section 2611(l), and to take any other action deemed to serve the best interest of the City subject to compliance with applicable law.

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 grown 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 Carson 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 process shall become a part of the original proposal . All proposals must be submitted by the date and time established for the opening of proposals. 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 all proposals received or any parts therein, and to be the sole judge of the merits of each proposal received.

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

4 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 City’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, uploading/downloading documents, submitting 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. Proposers are not to contact City personnel or Elected Officials 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. Proposers are solely responsible for “on time” submission of their electronic bids. The Bid Management System will not accept late bids and no exceptions will be made. Proposers 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. SPECIFIC PROPOSAL REQUIREMENTS

All proposals in response to this RFP must be submitted electronically on PlanetBids by 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 documents after the designated deadline. Any technical questions regarding use of PlanetBids must be directed to PlanetBids. Faxed, emailed, or delivered proposals 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 Submittal Documents
1 Cover Letter, 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 Proposer is a corporation, certification should include statement that corporation is in good standing with the California Secretary of State.

Required
2 Client Reference List – Non-Construction
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 Modification, Changes or Exceptions to the City ’s Contract Services Agreement – Long Form (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
4 Cost
Include all relative pricing information. Required
5 Affidavit of Non-Collusion and Non-Discrimination
(download from PlanetBids) Required
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

5 6 Affidavit of Non-Federal Lobbyist Requirements
(download from PlanetBids) Required
7 Debarment and Suspension Certificate
(download from PlanetBids) Required
8 W-9 Request for Taxpayer Identification Number and Certification (download from PlanetBids) Required
9 Acknowledgement of Insurance Endorsements
(download from PlanetBids) Required
10 Contract for Services Template Long Form (for reference only) (download from PlanetBids)
Required upon
Contract Award

Every document uploaded to PlanetBids must include Proposer’s name and RFP No. 25-001.

C. QUESTIONS AND ADDENDA

Any requests for clarification or other questions must be submitted via PlanetBids using the “Q&A” tab no later than the date and time established on the cover page of this solicitation document. No verbal requests or requests made in any other format will be accepted. Questions must be submitted individually and not in paragraph form nor combined in a single submission.

Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or standard form Contract Services Agreement, must be submitted by the deadline for questions. Such requests should include an attachment in PDF format on company letterhead that shows the requested modifications. The City will provide formal answers to all questions. Changes to the RFP itself shall only be made by the City via formal written addenda.

Addenda will be published and distributed through the Portal. All addenda shall become a part of the RFP document requiring both signature and acknowledgement by the proposer.

It is the sole responsibility of the bidders to ensure that they have received the entire RFP including any questions, answers and addenda by visiting the City of Carson PlanetBids vendor portal.

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

D. PROPOSER QUALIFICATIONS

Any and all contracts awarded pursuant to this RFP will be on an on- call basis, not exclusive as to other uniform service providers for any item or sport, and does not commit the City to place any orders. The City intends to establish an on-call panel of contractors, and once established, the City’s Recreation Division will select from the on- call contractors chosen to meet the needs of the Youth Sports Program.

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

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

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

6 E. PROJECT LOCATION & SCHEDULE

Job location: Citywide
Job Work Schedule: Will be determined upon contract award

Review of proposals to be completed by City evaluation committee October 2024 Conduct interviews if needed October 2024
Recommendation to City Council for contract award in open session November 2024 Contract Services Agreement Execution December 2024
*Schedule is subject to change

F. INSURANCE REQUIREMENTS

The selected vendor must comply with the insurance requirements detailed in the Contract for Services Agreement and below. The Acknowledgement of Insurance Endorsements must also be signed and submitted as part of the proposal. Failure to submit 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 insured on GL and Auto policies.

2. GL 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:

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

2. Primary and Non-contributory endorsement.

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

Automobile Liability Provisions:

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

Auto Insurance Endorsements:

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

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

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

Worker’s Compensation Provisions:

Coverage for statutory limits for workers compensation. Minimum limit of $1MM for Employer Liability.

WC Endorsements:

Waiver of Subrogation endorsement in favor of City of Carson

G. COST PROPOSAL

Consultants must provide everything necessary at their own expense including, and not limited to, labor, materials, and equipment required to perform and complete the required work.

The lump sum bid price must include all necessary materials and fees to provide the required services.

Permits, licenses and fees must be obtained at the awarded contractor’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.

H. PROPOSAL OPENING, DOCUMENT REVIEW AND AWARD OF CONTRACT

Proposals will be evaluated on the basis of the response to all provisions of the RFP. The award, unless all proposals are rejected, shall be pursuant to Carson Municipal Code (CMC) Section 2611(c) (Professional Services Procurement) and shall be based on (i) demonstrated competence, the professional qualifications necessary for satisfactory performance of the required services; (ii) a fair and reasonable price; and (iii) evidence that the person or firm carrying out contract responsibilities possesses the expertise and experience to perform the requisite professional services, as more particularly set forth in the evaluation criteria tables below.

The City reserves the right to modify the evaluation criteria as deemed appropriate prior to the commencement of evaluation.

Proposal Evaluation Criteria
Item Description Maximum
Points
1 Compliance with the RFP Requirements
• Adherence to all submission requirements outlined in the RFP. • Inclusion of all necessary documents, such as marking materials, samples, and guarantees or warranties.
• Clear and complete responses to all RFP questions and specifications. 20 2 Quality of Uniforms
• Durability, comfort, and overall quality of the proposed uniforms. • Adherence to industry standards and specifications for the uniform items. • Evaluation of fabric or material types, including additional types offered at the same price.
30 3 Experience and Qualifications
• Proven track record and experience in providing sports uniforms for similar programs.
• Qualifications and expertise of the firm/contractor, including relevant client references.
• Capability to handle the scale and scope of the contract. 20 4 Cost 20
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

8 • Competitiveness of the proposed pricing for uniform items. • Overall cost-effectiveness in relation to the quality of uniforms offered. • Value provided for any additional costs or optional services. 5 Delivery and Implementation
• Ability to meet deadlines and deliver uniforms as required, including try -on samples.
• Proposed timeline for delivery and any assurances of timely fulfillment. • Flexibility and responsiveness to any changes or additional requirements. 10 TOTAL POSSIBLE POINTS 100

The City may hold interviews with proposers prior to a final selection and interviews may be conducted in person or virtually. The City reserves the right to make such additional investigation as it deems necessary to establish the competence, qualifications, expertise, experience, and financial stability of any firm submitting a proposal.

The City reserves the right to: (1) Accept or reject any and all proposals or any part of any proposal, and to waive any irregularities or informalities in any proposal; (2) Request clarification of any information contained in a proposal; (3) Solicit new proposals on the same project, or on a modified project, which may include portions of the original RFP as the City may deem necessary; (4) Disregard all non-confirming, non- responsive, or conditional proposals; (5) Reject the response of any proposer who does not pass the evaluation to the City’s satisfaction; (6) Allow for the correction of errors and/or omissions; (7) Select the proposal that will best meet the needs of the City; (8) Request clarification of any proposal; and (9) Negotiate Contract Service Agreement terms with tentatively selected proposer(s).

Local Vendor Preference: Local Businesses shall be provided a local preference as outlined in CMC 2611.1(b)

Local Vendor Preference: Local Businesses shall be provided a local preference as outlined in CMC 2611.1(b)

Proposals shall be kept confidential until the conclusion of the RFP process, including any award and negotiation of the terms of any and all contracts awarded or proposed to be awarded.

Awarded proposer, or proposers if multiple contracts are awarded, will be notified by issuance of a Notice of Intent to Award via PlanetBids. Any award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclos ure to competing bidders except to the extent memorialized in a contract that is approved by the City or presented for approval by the City Council.

If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with other proposer(s) or withdraw the RFP in its entirety and re-bid.

Proposals and Costs:
 Must be completed no later than the date and time established on the cover sheet of this RFP .  Failure to completely upload your documents and required forms by the deadline shall result in disqualification.
 May be submitted at any time prior to the deadline.
 May be withdrawn and resubmitted at any time prior to the deadline.  Large files may take time to upload so plan the timing of your submittal accordingly.  Cannot be viewed by City staff until the close date and time.  Documents must be uploaded in PDF format and include the proposer’s name and City’s RFP No. 25-001.
 Prevailing Wage is not required nor applicable to this RFP.

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

9 PROJECT SCOPE OF SERVICES
RFP 25-001

YOUTH SPORTS UNIFORMS

The contractor shall provide on- call services f or the provision of sports uniforms. These uniforms are required for various sports, including, baseball, basketball, flag football, soccer, softball, and/or track to support the City’s Youth Sports Program, which operates across 12 City park locations.

All proposals must include marketing or sales brochures that provide detailed information and specifications for each uniform item. Additionally, proposals must include copies of any guarantees or warranties associated with the products
Bidders must also submit a sample of each uniform item included in their proposal. Arrangements to deliver these uniform samples to the City’s Purchasing Division must be completed by the proposal due date October 10, 2024 | 10:00 AM. Uniform samples submitted by successful bidders will become the property of the City as part of the contract agreement. Bidders not awarded a contract may request the return of their samples, which will be made available for pickup from the City.

The basketball season, which begins mid- December, has approximately 1,500 participants. The baseball and softball seasons, starting in early April, have approximately 2,000 participants . The Fall sports season starts mid-September and includes Flag Football and Soccer with an estimated 360 and 1,500 participants, respectively. Additionally, the City organizes Track and Field meets starting early February, with about 30 participants. For the purpose of this RFP, “Track” refers to Track and Field. Please note that the participant figures provided are estimates and do not guarantee actual order quantities. Actual demand will be determined based on the number of participants who register for each sport during the registration period prior to the start of each season.

The foregoing participant figures are estimates only and are not guaranteed to be the amount or basis of any actual order. Actual demand that the City tentatively intends to be met collectively by the on- call contractor(s) will be based on the number of participants that register for each sport during the registration process which takes place at or prior to the time of commencement of the relevant sports season.

Once contracts are awarded, the successful bidder(s) will be required to provide try -on uniforms for all selected uniform items, as directed by the Contract Officer. Unless otherwise specified in this RFP, bids may include any appropriate fabric or material type that meets industry standards for the uniform items.

The specific fabric or material type being bid, as well as any other types offered at the same price, must be clearly indicated in the “notes” column of the relevant table in the proposal. In the event that the City receives equal bids featuring different permissible fabric or material types for a given uniform item, the City’s preference for fabric or material type may be taken into account when making the award.

The City Parks that will be served with uniforms are the following:

1. Anderson Park, 19101 S. Wilmington Avenue, Carson, CA 90746;

2. Calas Park, 1000 E. 220
th Street, Carson, CA 90745;

3. Carriage Crest Park, 23800 S. Figueroa Street, Carson, CA 90745;

4. Carson Park, 21411 S. Orrick Avenue, Carson, CA 90745;

5. Del Amo Park, 703 E. Del Amo Boulevard, Carson, CA 90746; RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

10 6. Dolphin Park, 21205 Water Street, Carson, CA 90745;

7. Dominguez Park, 21330 Santa Fe Avenue, Carson, CA 90810;

8. Hemingway park, 700 E. Gardena Boulevard, Carson, CA 90746;

9. Foisia Park, 23410 Catskill Avenue, Carson, CA 90745;

10. Mills Park, 1340 E. Diamondale Drive, Carson, CA 90746;

11. Stevenson Park, 17400 Lysander Drive, Carson, CA 90746; and

12. Veterans Park / Veterans Sports Complex, 22400 Moneta Avenue, Carson, CA 90745.

Primary City staff contacts that Consultant will work with are anticipated to be as follows, subject to any City personnel changes:

Uniform orders:
• Anderson Park- Aundrea Rockhold, Recreation Center Supervisor II • Calas Park- Larry Failla, Recreation Center Supervisor II • Carriage Crest Park- Carolyn Pele, Recreation Center Supervisor II • Carson Park- Cristina Herrera, Senior Recreation Center Supervisor • Del Amo Park- Angel Zamora, Recreation Center Supervisor I • Dolphin Park- Pat Camacho, Recreation Center Supervisor II • Dominguez Park- Nick Reyes, Recreation Center Supervisor I • Foisia Park- Janny Noa, Senior Recreation Center Supervisor • Hemingway Park- Gwen Whitaker, Recreation Center Supervisor II • Mills Park – Mickie Sanchez, Recreation Center Supervisor II • Stevenson Park- Howard Johnson, Recreation Center Supervisor I • Veterans Park- Isaac Gardner, Senior Recreation Center Supervisor • Veterans Sports Complex- Kenny Harris, Recreation Center Supervisor II Invoice Submissions:
• Nancy Rusas, Youth Sports Coordinator
Contract Officer:
• Tim Grierson, Recreation Superintendent

As part of the Services, the firm will prepare and deliver the following tangible work products to the City [only applicable uniform items to be included in the final contract; additional specifications/details to be included based on proposal information provided.

A. Baseball Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

11 • Jerseys
• Pants (pull-up/elastic waist and belt-loop)
• Hat
• Socks
• Belt

B. Softball Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jerseys
• Women’s Cut Pants (pull-up/elastic waist and belt loop) • Hat
• Visor
• Socks

C. Soccer Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jerseys
• Shorts
• Socks
• Shin guards

D. Football Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jerseys
• Shorts
• Pants

E. Basketball Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Reversible Jerseys
• Shorts
• Hoodie Sweatshirt

F. Track Uniforms

• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jersey
• Shorts
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

12 • Socks

For each sport, Consultant shall bag Jerseys and Pants/Shorts by individual teams as ordered.

On-Call Service Procedures
A. The Contract Officer will issue a written request (task order) detailing the work and timeline.

B. The contractor will prepare a Task Proposal, including costs and completion schedules.

C. The Contract Officer will approve, modify, or reject the Task Proposal in writing.

D. A Notice-to-Proceed will be issued for each Task Proposal.

E. The contractor shall deliver each Task Proposal deliverable by the completion date.

F. The contractor shall provide shipment and delivery updates as requested.

All uniforms are subject to review and acceptance by the City without additional charge to the City until found satisfactory and accepted by City.

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

13 Turnaround Time for All Sports Youth Uniforms

1. Baseball Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

2. Baseball Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

3. Softball Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

4. Softball Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

5. Flag Football Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

6. Flag Football Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

7. Basketball Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

8. Basketball Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

9. Soccer Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

10. Soccer Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

11. rack Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

12. Track Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

14 Costs
Consultant shall provide uniform items at the following rates: [Instructions to Proposers: Each row in each table below represents one uniform item. Complete the applicable row, inclusive of all columns, for each item on which you wish to bid. Cost proposals submitted should be inclusive of all services necessary to provide the uniform item(s) to the City, including all taxes and delivery/shipping fees/costs, as indicated in the table denoted “Additional Fees (if applicable).” ]

Baseball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full-button
Two-
button

V- Neck

Baseball Uniform-Pants
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Belt Loop
Pull-Up
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

15 Baseball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat
Belt
Socks
Baseball Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

16 Softball Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full Button
Two
Button

V- Neck

Sleeveless
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

17 Softball Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pants
(Women’s
Cut) – Belt
Loop

Pants
(Women’s
Cut) – Pull
Up

Shorts
Softball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat
Visor
Socks
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

18 Softball Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

Flag Football Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve

Long
Sleeve

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

19 Flag Football Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pants

Shorts
Flag Football Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

20 Basketball Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Reversible
V-Neck

Hooded
Sweatshirt

Basketball Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

21 Basketball Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

Soccer Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

22 Soccer Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts
Soccer Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Socks
Shin
Guards

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

23 Track Uniform
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Jersey
Shorts
Socks

Soccer Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

24 Track Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

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City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745

REQUEST FOR PROPOSALS (RFP) 25-001

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

ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

ISSUE DATE: 09/26/2024
QUESTIONS DEADLINE: 10/03/2024 | 10:00 AM
PROPOSAL DEADLINE: 10/17/2024 | 10:00 AM

PROPOSALS MUST BE SUBMITTED ELECTRONICALLY

REGISTER AS A VENDOR AND SUBMIT ELECTRONIC PROPOSALS AT:
http://www.planetbids.com/portal/portal.cfm?CompanyID=32461

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 complete 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 25-001 shall control and govern.

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

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

2 RFP No. 25-001

ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

Table of Contents

A. Summary 3

B. Specific Proposal Requirements 4

C. Questions and Addenda 5

D. Proposer Qualifications 5

E. Project Location and Schedule 6

F. Insurance Requirements 6

G. Cost Proposal 7

H. Proposal Opening, Document Review and Award of Contract 7

Project Scope of Work & Specifications 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. Acknowledgement of Insurance Endorsements

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

7. Contract Insurance Checklist

8. Instructions for Entering Electronic Bids

9. Contract for Services Template Long Form (for reference only)

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

3 A. SUMMARY

The City of Carson; hereinafter referred to as “City”, is seeking proposals from qualified contractors for the provision of sports uniforms. These uniforms are required for various sports, including, baseball, basketball, flag football, soccer, softball, and/or trac k to support the City’s Youth Sports Program, which operates across 12 City park locations.

The contract is intended for an initial term of three (3) years, with the option for two (2) one- year extensions at the City’s discretion, based on the contractor’s performance.

After proposals are received, the City will review and may conduct additional interviews to clarify proposals received. To reiterate, the City reserves the right in its sole discretion to award all services to one proposer or to award to multiple proposers. The City also reserves the right to reject any and all proposals received and resolicit for proposals in its discretion, pursuant to Carson Municipal Code Section 2611(l), and to take any other action deemed to serve the best interest of the City subject to compliance with applicable law.

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 grown 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 Carson 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 process shall become a part of the original proposal . All proposals must be submitted by the date and time established for the opening of proposals. 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 all proposals received or any parts therein, and to be the sole judge of the merits of each proposal received.

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

4 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 City’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, uploading/downloading documents, submitting 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. Proposers are not to contact City personnel or Elected Officials 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. Proposers are solely responsible for “on time” submission of their electronic bids. The Bid Management System will not accept late bids and no exceptions will be made. Proposers 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. SPECIFIC PROPOSAL REQUIREMENTS

All proposals in response to this RFP must be submitted electronically on PlanetBids by 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 documents after the designated deadline. Any technical questions regarding use of PlanetBids must be directed to PlanetBids. Faxed, emailed, or delivered proposals 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 Submittal Documents
1 Cover Letter, 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 Proposer is a corporation, certification should include statement that corporation is in good standing with the California Secretary of State.

Required
2 Client Reference List – Non-Construction
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 Modification, Changes or Exceptions to the City ’s Contract Services Agreement – Long Form (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
4 Cost
Include all relative pricing information. Required
5 Affidavit of Non-Collusion and Non-Discrimination
(download from PlanetBids) Required
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

5 6 Affidavit of Non-Federal Lobbyist Requirements
(download from PlanetBids) Required
7 Debarment and Suspension Certificate
(download from PlanetBids) Required
8 W-9 Request for Taxpayer Identification Number and Certification (download from PlanetBids) Required
9 Acknowledgement of Insurance Endorsements
(download from PlanetBids) Required
10 Contract for Services Template Long Form (for reference only) (download from PlanetBids)
Required upon
Contract Award

Every document uploaded to PlanetBids must include Proposer’s name and RFP No. 25-001.

C. QUESTIONS AND ADDENDA

Any requests for clarification or other questions must be submitted via PlanetBids using the “Q&A” tab no later than the date and time established on the cover page of this solicitation document. No verbal requests or requests made in any other format will be accepted. Questions must be submitted individually and not in paragraph form nor combined in a single submission.

Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or standard form Contract Services Agreement, must be submitted by the deadline for questions. Such requests should include an attachment in PDF format on company letterhead that shows the requested modifications. The City will provide formal answers to all questions. Changes to the RFP itself shall only be made by the City via formal written addenda.

Addenda will be published and distributed through the Portal. All addenda shall become a part of the RFP document requiring both signature and acknowledgement by the proposer.

It is the sole responsibility of the bidders to ensure that they have received the entire RFP including any questions, answers and addenda by visiting the City of Carson PlanetBids vendor portal.

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

D. PROPOSER QUALIFICATIONS

Any and all contracts awarded pursuant to this RFP will be on an on- call basis, not exclusive as to other uniform service providers for any item or sport, and does not commit the City to place any orders. The City intends to establish an on-call panel of contractors, and once established, the City’s Recreation Division will select from the on- call contractors chosen to meet the needs of the Youth Sports Program.

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

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

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

6 E. PROJECT LOCATION & SCHEDULE

Job location: Citywide
Job Work Schedule: Will be determined upon contract award

Review of proposals to be completed by City evaluation committee October 2024 Conduct interviews if needed October 2024
Recommendation to City Council for contract award in open session November 2024 Contract Services Agreement Execution December 2024
*Schedule is subject to change

F. INSURANCE REQUIREMENTS

The selected vendor must comply with the insurance requirements detailed in the Contract for Services Agreement and below. The Acknowledgement of Insurance Endorsements must also be signed and submitted as part of the proposal. Failure to submit 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 insured on GL and Auto policies.

2. GL 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:

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

2. Primary and Non-contributory endorsement.

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

Automobile Liability Provisions:

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

Auto Insurance Endorsements:

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

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

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

Worker’s Compensation Provisions:

Coverage for statutory limits for workers compensation. Minimum limit of $1MM for Employer Liability.

WC Endorsements:

Waiver of Subrogation endorsement in favor of City of Carson

G. COST PROPOSAL

Consultants must provide everything necessary at their own expense including, and not limited to, labor, materials, and equipment required to perform and complete the required work.

The lump sum bid price must include all necessary materials and fees to provide the required services.

Permits, licenses and fees must be obtained at the awarded contractor’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.

H. PROPOSAL OPENING, DOCUMENT REVIEW AND AWARD OF CONTRACT

Proposals will be evaluated on the basis of the response to all provisions of the RFP. The award, unless all proposals are rejected, shall be pursuant to Carson Municipal Code (CMC) Section 2611(c) (Professional Services Procurement) and shall be based on (i) demonstrated competence, the professional qualifications necessary for satisfactory performance of the required services; (ii) a fair and reasonable price; and (iii) evidence that the person or firm carrying out contract responsibilities possesses the expertise and experience to perform the requisite professional services, as more particularly set forth in the evaluation criteria tables below.

The City reserves the right to modify the evaluation criteria as deemed appropriate prior to the commencement of evaluation.

Proposal Evaluation Criteria
Item Description Maximum
Points
1 Compliance with the RFP Requirements
• Adherence to all submission requirements outlined in the RFP. • Inclusion of all necessary documents, such as marking materials, samples, and guarantees or warranties.
• Clear and complete responses to all RFP questions and specifications. 20 2 Quality of Uniforms
• Durability, comfort, and overall quality of the proposed uniforms. • Adherence to industry standards and specifications for the uniform items. • Evaluation of fabric or material types, including additional types offered at the same price.
30 3 Experience and Qualifications
• Proven track record and experience in providing sports uniforms for similar programs.
• Qualifications and expertise of the firm/contractor, including relevant client references.
• Capability to handle the scale and scope of the contract. 20 4 Cost 20
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

8 • Competitiveness of the proposed pricing for uniform items. • Overall cost-effectiveness in relation to the quality of uniforms offered. • Value provided for any additional costs or optional services. 5 Delivery and Implementation
• Ability to meet deadlines and deliver uniforms as required, including try -on samples.
• Proposed timeline for delivery and any assurances of timely fulfillment. • Flexibility and responsiveness to any changes or additional requirements. 10 TOTAL POSSIBLE POINTS 100

The City may hold interviews with proposers prior to a final selection and interviews may be conducted in person or virtually. The City reserves the right to make such additional investigation as it deems necessary to establish the competence, qualifications, expertise, experience, and financial stability of any firm submitting a proposal.

The City reserves the right to: (1) Accept or reject any and all proposals or any part of any proposal, and to waive any irregularities or informalities in any proposal; (2) Request clarification of any information contained in a proposal; (3) Solicit new proposals on the same project, or on a modified project, which may include portions of the original RFP as the City may deem necessary; (4) Disregard all non-confirming, non- responsive, or conditional proposals; (5) Reject the response of any proposer who does not pass the evaluation to the City’s satisfaction; (6) Allow for the correction of errors and/or omissions; (7) Select the proposal that will best meet the needs of the City; (8) Request clarification of any proposal; and (9) Negotiate Contract Service Agreement terms with tentatively selected proposer(s).

Local Vendor Preference: Local Businesses shall be provided a local preference as outlined in CMC 2611.1(b)

Local Vendor Preference: Local Businesses shall be provided a local preference as outlined in CMC 2611.1(b)

Proposals shall be kept confidential until the conclusion of the RFP process, including any award and negotiation of the terms of any and all contracts awarded or proposed to be awarded.

Awarded proposer, or proposers if multiple contracts are awarded, will be notified by issuance of a Notice of Intent to Award via PlanetBids. Any award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclos ure to competing bidders except to the extent memorialized in a contract that is approved by the City or presented for approval by the City Council.

If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with other proposer(s) or withdraw the RFP in its entirety and re-bid.

Proposals and Costs:
 Must be completed no later than the date and time established on the cover sheet of this RFP .  Failure to completely upload your documents and required forms by the deadline shall result in disqualification.
 May be submitted at any time prior to the deadline.
 May be withdrawn and resubmitted at any time prior to the deadline.  Large files may take time to upload so plan the timing of your submittal accordingly.  Cannot be viewed by City staff until the close date and time.  Documents must be uploaded in PDF format and include the proposer’s name and City’s RFP No. 25-001.
 Prevailing Wage is not required nor applicable to this RFP.

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

9 PROJECT SCOPE OF SERVICES
RFP 25-001

YOUTH SPORTS UNIFORMS

The contractor shall provide on- call services f or the provision of sports uniforms. These uniforms are required for various sports, including, baseball, basketball, flag football, soccer, softball, and/or track to support the City’s Youth Sports Program, which operates across 12 City park locations.

All proposals must include marketing or sales brochures that provide detailed information and specifications for each uniform item. Additionally, proposals must include copies of any guarantees or warranties associated with the products
Bidders must also submit a sample of each uniform item included in their proposal. Arrangements to deliver these uniform samples to the City’s Purchasing Division must be completed by the proposal due date October 10, 2024 | 10:00 AM. Uniform samples submitted by successful bidders will become the property of the City as part of the contract agreement. Bidders not awarded a contract may request the return of their samples, which will be made available for pickup from the City.

The basketball season, which begins mid- December, has approximately 1,500 participants. The baseball and softball seasons, starting in early April, have approximately 2,000 participants . The Fall sports season starts mid-September and includes Flag Football and Soccer with an estimated 360 and 1,500 participants, respectively. Additionally, the City organizes Track and Field meets starting early February, with about 30 participants. For the purpose of this RFP, “Track” refers to Track and Field. Please note that the participant figures provided are estimates and do not guarantee actual order quantities. Actual demand will be determined based on the number of participants who register for each sport during the registration period prior to the start of each season.

The foregoing participant figures are estimates only and are not guaranteed to be the amount or basis of any actual order. Actual demand that the City tentatively intends to be met collectively by the on- call contractor(s) will be based on the number of participants that register for each sport during the registration process which takes place at or prior to the time of commencement of the relevant sports season.

Once contracts are awarded, the successful bidder(s) will be required to provide try -on uniforms for all selected uniform items, as directed by the Contract Officer. Unless otherwise specified in this RFP, bids may include any appropriate fabric or material type that meets industry standards for the uniform items.

The specific fabric or material type being bid, as well as any other types offered at the same price, must be clearly indicated in the “notes” column of the relevant table in the proposal. In the event that the City receives equal bids featuring different permissible fabric or material types for a given uniform item, the City’s preference for fabric or material type may be taken into account when making the award.

The City Parks that will be served with uniforms are the following:

1. Anderson Park, 19101 S. Wilmington Avenue, Carson, CA 90746;

2. Calas Park, 1000 E. 220
th Street, Carson, CA 90745;

3. Carriage Crest Park, 23800 S. Figueroa Street, Carson, CA 90745;

4. Carson Park, 21411 S. Orrick Avenue, Carson, CA 90745;

5. Del Amo Park, 703 E. Del Amo Boulevard, Carson, CA 90746; RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

10 6. Dolphin Park, 21205 Water Street, Carson, CA 90745;

7. Dominguez Park, 21330 Santa Fe Avenue, Carson, CA 90810;

8. Hemingway park, 700 E. Gardena Boulevard, Carson, CA 90746;

9. Foisia Park, 23410 Catskill Avenue, Carson, CA 90745;

10. Mills Park, 1340 E. Diamondale Drive, Carson, CA 90746;

11. Stevenson Park, 17400 Lysander Drive, Carson, CA 90746; and

12. Veterans Park / Veterans Sports Complex, 22400 Moneta Avenue, Carson, CA 90745.

Primary City staff contacts that Consultant will work with are anticipated to be as follows, subject to any City personnel changes:

Uniform orders:
• Anderson Park- Aundrea Rockhold, Recreation Center Supervisor II • Calas Park- Larry Failla, Recreation Center Supervisor II • Carriage Crest Park- Carolyn Pele, Recreation Center Supervisor II • Carson Park- Cristina Herrera, Senior Recreation Center Supervisor • Del Amo Park- Angel Zamora, Recreation Center Supervisor I • Dolphin Park- Pat Camacho, Recreation Center Supervisor II • Dominguez Park- Nick Reyes, Recreation Center Supervisor I • Foisia Park- Janny Noa, Senior Recreation Center Supervisor • Hemingway Park- Gwen Whitaker, Recreation Center Supervisor II • Mills Park – Mickie Sanchez, Recreation Center Supervisor II • Stevenson Park- Howard Johnson, Recreation Center Supervisor I • Veterans Park- Isaac Gardner, Senior Recreation Center Supervisor • Veterans Sports Complex- Kenny Harris, Recreation Center Supervisor II Invoice Submissions:
• Nancy Rusas, Youth Sports Coordinator
Contract Officer:
• Tim Grierson, Recreation Superintendent

As part of the Services, the firm will prepare and deliver the following tangible work products to the City [only applicable uniform items to be included in the final contract; additional specifications/details to be included based on proposal information provided.

A. Baseball Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

11 • Jerseys
• Pants (pull-up/elastic waist and belt-loop)
• Hat
• Socks
• Belt

B. Softball Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jerseys
• Women’s Cut Pants (pull-up/elastic waist and belt loop) • Hat
• Visor
• Socks

C. Soccer Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jerseys
• Shorts
• Socks
• Shin guards

D. Football Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jerseys
• Shorts
• Pants

E. Basketball Uniforms
• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Reversible Jerseys
• Shorts
• Hoodie Sweatshirt

F. Track Uniforms

• All numbers and letterings must be screen printed or sublimated for front number, back number, and team name/graphic
• Sizes: Youth XXS-XL
Adult S-4XL
• Jersey
• Shorts
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

12 • Socks

For each sport, Consultant shall bag Jerseys and Pants/Shorts by individual teams as ordered.

On-Call Service Procedures
A. The Contract Officer will issue a written request (task order) detailing the work and timeline.

B. The contractor will prepare a Task Proposal, including costs and completion schedules.

C. The Contract Officer will approve, modify, or reject the Task Proposal in writing.

D. A Notice-to-Proceed will be issued for each Task Proposal.

E. The contractor shall deliver each Task Proposal deliverable by the completion date.

F. The contractor shall provide shipment and delivery updates as requested.

All uniforms are subject to review and acceptance by the City without additional charge to the City until found satisfactory and accepted by City.

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

13 Turnaround Time for All Sports Youth Uniforms

1. Baseball Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

2. Baseball Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

3. Softball Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

4. Softball Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

5. Flag Football Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

6. Flag Football Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

7. Basketball Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

8. Basketball Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

9. Soccer Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

10. Soccer Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

11. rack Uniform items: Approximate turnaround time after main season order submitted:
_________________ (# of business days)

12. Track Uniform items: Approximate turnaround time for late add-on orders:

_________________ (# of business days)

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

14 Costs
Consultant shall provide uniform items at the following rates: [Instructions to Proposers: Each row in each table below represents one uniform item. Complete the applicable row, inclusive of all columns, for each item on which you wish to bid. Cost proposals submitted should be inclusive of all services necessary to provide the uniform item(s) to the City, including all taxes and delivery/shipping fees/costs, as indicated in the table denoted “Additional Fees (if applicable).” ]

Baseball Uniform - Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full-button
Two-
button

V- Neck

Baseball Uniform-Pants
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Belt Loop
Pull-Up
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

15 Baseball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat
Belt
Socks
Baseball Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

16 Softball Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Full Button
Two
Button

V- Neck

Sleeveless
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

17 Softball Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pants
(Women’s
Cut) – Belt
Loop

Pants
(Women’s
Cut) – Pull
Up

Shorts
Softball Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Hat
Visor
Socks
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

18 Softball Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

Flag Football Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve

Long
Sleeve

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

19 Flag Football Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Pants

Shorts
Flag Football Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

20 Basketball Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Reversible
V-Neck

Hooded
Sweatshirt

Basketball Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts
RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

21 Basketball Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

Soccer Uniform- Jersey
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Short
Sleeve

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

22 Soccer Uniform- Bottoms
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Shorts
Soccer Uniform-Accessories
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Socks
Shin
Guards

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

23 Track Uniform
Item Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit
Cost
Year 3
Adult
Size
Unit
Cost
Year 3
Youth
Size
Notes
Jersey
Shorts
Socks

Soccer Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

RFP 24-001 ON-CALL YOUTH SPORTS PROGRAM - UNIFORMS

24 Track Uniform-Additional Fees (if applicable)
Item
Unit Cost
Year 1
Unit Cost
Year 2
Unit Cost
Year 3
Notes
Screen Printed

Sublimated

Delivery / Shipping

Late add-on orders

T riangle Sports Inc.

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BS33 Bull Pen Full Button Jersey

FEATURES
KOMB, 100% polyester body
Pin-dot mesh 100% polyester inserts
Six-button front spaced for lettering
Set-in sleeves, double needle hemmed
Shirt-tail bottom with serged edge
DRI-
GEAR® technology

black/
white/
graphite
forest
green/
white/
graphite
graphite/
black/
white
maroon/
white/
graphite
navy/
white/
graphite
orange/
white/
graphite
purple/
white/
graphite
royal/
white/
graphite
scarlet/
white/
graphite
white/
black/
grey
$18.00 Youth
$19.00 Adult
Baseball
RFP No. 25-001
Polyester
Triangle Sports Two Button Jersey BaseballBASEJ001
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$14.00 Youth
$15.00 Adult
RFP No. 25-001
Polyester
Triangle Sports V Neck Raglan JerseyBASEJ003
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$14.00 Youth
$15.00 Adult
Baseball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BPPU1 Cycle Pull Up

FEATURES
100% polyester, abrasion resistant fabric
Traditional pull-up pant with elasticized
leg openings
2" waistband with drawcord and mock-fly
front
Reinforced double knee
Reinforced, cover-stitched seams
Single welt back pocket
black
grey
white
$7.50 Youth
$7.50 Adult
Baseball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BP4 MVP Classic Baseball Pant

FEATURES
Classic 100% polyester, abrasion
resistant 12.5 oz. fabric
Traditional, ankle length pant finished
with elastic leg openings
Five pro-style tunnel belt loops
Reinforced double knee
One inset back pockets
black
grey
white
$11.00 Youth
$11.00 Adult
Baseball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
A060 Brute Belt

FEATURES
Genuine bonded leather tab
Brute strength reinforced rivet buckle
Adult adjusts from 24" to 48"
Youth adjusts from 18" to 34"
Includes 1 year warranty
black
brown
cardinal
forest
green
gold
grey
kelly
green
light blue
maroon
navy
optic pink
orange
pink
purple
royal
scarlet
teal
white
$4.99 Youth
$4.99 Adult
Baseball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
AS5 Featherweight Sock

FEATURES
88% nylon/12% elastane
50% lighter than traditional tube socks
Tube style sock is ideal for any sport
black
cardinal
forest
green
gold
hot pink
kelly
green
light blue
maroon
navy
neon
green
orange
pink
purple
royal
scarlet
teal
vegas
gold
white
$3.50 Youth
$3.50 Adult
Baseball
RFP No. 25-001
Slight Pre-Curved Visor
Hook/Loop Tape Closure
Mid to Low Crown (C)
Structured
Solid Back
Polyester
Available For All Teams
MLB Team CapMLB-350
$12.00 Youth
$12.00 Adult
Baseball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
JBS8 Juice Full Button Sleeveless Jersey

FEATURES
6-button jersey with space for decoration
Sleeveless, double needle hem
Curved shirt-tail bottom, serged edge
Fit Item: BS16-BS16Y (Pin)
Fit: Loose
$36.00 Youth
$38.00 Adult
Softball
RFP No. 25-001
Polyester
Triangle Sports Two Button JerseyTSBSJ001
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$14.00 Youth
$15.00 Adult
Softball
RFP No. 25-001RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BST21 Star Ladies V-Neck T-Shirt

FEATURES
Impact 85, premium weight 100%
polyester interlock jersey
Self-material overlap V-neck with back
neck tape
Set-in cap sleeves, double needle hem
Athletic cut and grade
DRI-
GEAR® technology

black
charcoal
forest
green
gold
light blue
navy
pink
purple
royal
scarlet
white
$9.99 Youth
$9.99 Adult
Softball
RFP No. 25-001
Polyester
Triangle Sports Sleeveless Two Button JerseyTSBSJ001
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$12.00 Youth
$12.00 Adult
Softball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BP11 Women's Traditional Low-Rise Belt Loop Pant

FEATURES
Tek-knit 100% polyester, 14 oz. pro-
weight fabric with 4-way stretch
Traditional low-rise pant with tapered leg
and elastic leg openings
Reinforced double-ply knees

2.5" knit waistband with super-grip gel
strips keeps jersey tucked
Seven pro-style tunnel belt loops
Two inset back pockets
black
graphite
grey
navy
royal
scarlet
white
$13.00 Youth
$14.00 Adult
Softball
RFP No. 25-001
Polyester
Triangle Sports Pull Up PantsBASEP001
Custom Colors
Drawstring
Black Silver
$9.50 Youth
$9.50 Adult
Softball
RFP No. 25-001
100% polyester wicking mesh
Wicks moisture
Tag-free label
Covered elastic waistband with inside drawcord
Full-cut
7-inch inseam
Youth inseam graded
Augusta Practice Shorts805
Red Forrest Navy Royal Black
$9.99 Youth
$9.99 Adult
Softball
RFP No. 25-001
Poly/cotton blend
Mid-profile
Pro-model
Green undervisor
Contrast eyelets on combo colors
Pro-stitched finish
Contrast button on combo colors
Hook-and-loop adjustable
Pacic Headwear Hat302C
Royal
Gold
Royal
Red
Navy
Gold
White
Forrest
White
Black
White
Navy
Red
Red
Black
Orange
Navy
Black
Purple
Silver
Red
Kelly
Gold
Gold
Maroon
Gold
Maroon
Black
Red
Black
Silver
Royal
Teal
Black
Orange
Red
Navy
Purple
Black
Royal
Lt Blue
Purple
Gold
Silver
Navy
Kelly
Red
Black
Graphite
Forrest
Gold
Silver
Black
Purple
Black
White
Royal
Forrest
Black
Gold
Royal
Silver
Forrest
Silver
Cardinal
White
Navy
$6.99 Youth
$6.99 Adult
Softball
RFP No. 25-001
Fabric: 100% Brushed Cotton
Closure: Hook & Loop
Fit: One Size Fist Most
Panels: 3
Crown: Mid; Structured
Visor: Curved
Made in Bangladesh
Decky Visor3001
White
Black
Silver
Lime
Purple
Brown
Hot Pink
Maroon
Red
Charcoal
Kelly
Navy
Royal
Forrest
Khaki
Orange
Lt Blue
Gold
Lemon
Pink
Stone
$7.00 Youth
$7.00 Adult
Softball
RFP No. 25-001
$3.50 Youth
$3.50 Adult
Softball
RFP No. 25-001

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BST99 Vision T-Shirt Jersey

FEATURES
Com-V-Tek, lightweight 100% polyester
interlock fabric with high count yarn
Self-material crew neck
1/4 length set-in sleeve, double needle
hemmed
Straight bottom, double needle hemmed
DRI-GEAR® technology
black
cardinal
charcoal
forest
green
fuchsia
gold
kelly
green
light blue
maroon
navy
neon blue
neon
green
neon
orange
optic
yellow
orange
purple
royal
scarlet
silver
vegas
gold
white
$7.50 Youth
$7.50 Adult
Flag Football
RFP No. 25-001
Polyester
Custom Colors

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
AS5 Featherweight Sock

FEATURES
88% nylon/12% elastane
50% lighter than traditional tube socks
Tube style sock is ideal for any sport
black
cardinal
forest
green
gold
hot pink
kelly
green
light blue
maroon
navy
neon
green
orange
pink
purple
royal
scarlet
teal
vegas
gold
white

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BBS44 Vision Short

FEATURES
Com-V-Tek, lightweight 100% polyester
interlock fabric
1 1/2" covered elastic waistband with
drawcord
Double needle hemmed leg openings
9" adult inseam, 5" women's & girls
inseam, 7" youth inseam
black
charcoal
forest
green
gold
light blue
maroon
navy
purple
royal
scarlet

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
FP12 Touchback Football Pant

FEATURES
100% polyester Dyno-Stretch double knit
fabric
2 1/2" elastic waistband
No-show belt system with ten slots for
the belt on the inside of the waistband
No-fly duke crotch gusset
1/2" elastic in leg opening
Zig-zag sewn, envelope style thigh and
knee pockets
Cover stitched for optimum durability
Pads not included
black
navy
royal
scarlet
silver
white

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BST99LS Vision Long Sleeve T-Shirt

FEATURES
Com V-Tek, 100% polyester lightweight
fabric
Self-material crew neck
Set-in long sleeves, double needle hem
Straight bottom, double needle hem
DRI-GEAR® technology
black
cardinal
charcoal
forest
green
fuchsia
gold
kelly
green
light blue
maroon
navy
neon blue
neon
green
neon
orange
optic
yellow
orange
purple
royal
scarlet
silver
vegas
gold
white
$8.50 Youth
$8.50 Adult
Flag Football
RFP No. 25-001
Polyester
Custom Colors

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
AS5 Featherweight Sock

FEATURES
88% nylon/12% elastane
50% lighter than traditional tube socks
Tube style sock is ideal for any sport
black
cardinal
forest
green
gold
hot pink
kelly
green
light blue
maroon
navy
neon
green
orange
pink
purple
royal
scarlet
teal
vegas
gold
white

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BBS44 Vision Short

FEATURES
Com-V-Tek, lightweight 100% polyester
interlock fabric
1 1/2" covered elastic waistband with
drawcord
Double needle hemmed leg openings
9" adult inseam, 5" women's & girls
inseam, 7" youth inseam
black
charcoal
forest
green
gold
light blue
maroon
navy
purple
royal
scarlet

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
FP12 Touchback Football Pant

FEATURES
100% polyester Dyno-Stretch double knit
fabric
2 1/2" elastic waistband
No-show belt system with ten slots for
the belt on the inside of the waistband
No-fly duke crotch gusset
1/2" elastic in leg opening
Zig-zag sewn, envelope style thigh and
knee pockets
Cover stitched for optimum durability
Pads not included
black
navy
royal
scarlet
silver
white
$11.50 Youth
$11.50 Adult
Flag Football
RFP No. 25-001
Polyester
Custom Colors

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
AS5 Featherweight Sock

FEATURES
88% nylon/12% elastane
50% lighter than traditional tube socks
Tube style sock is ideal for any sport
black
cardinal
forest
green
gold
hot pink
kelly
green
light blue
maroon
navy
neon
green
orange
pink
purple
royal
scarlet
teal
vegas
gold
white

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
BBS44 Vision Short

FEATURES
Com-V-Tek, lightweight 100% polyester
interlock fabric
1 1/2" covered elastic waistband with
drawcord
Double needle hemmed leg openings
9" adult inseam, 5" women's & girls
inseam, 7" youth inseam
black
charcoal
forest
green
gold
light blue
maroon
navy
purple
royal
scarlet
$7.50 Youth
$7.50 Adult
Flag Football
RFP No. 25-001
Polyester
Polyester
Triangle Sports Jersey With Panel
Triangle Sports Shorts
BASKJ001
BASKS001
Custom Colors
Custom Colors
Reversible
Royal
Royal
Red
Red
Neon Yellow
Neon Yellow
Charcoal
Charcoal
Forrest
Forrest
Orange
Orange
Slate
Slate
Black
Black
Burgundy
Burgundy
Vegas
Vegas
Lt Blue
Lt Blue
Purple
Purple
Cardinal
Cardinal
Maroon
Maroon
Teal
Teal
White
White
Hot Pink
Hot Pink
Gold
Gold
Navy
Navy
Silver
Silver
Lt Pink
Lt Pink
Yellow
Yellow
Texas
Texas
Neon Green
Neon Green
Kelly
Kelly
$14.00 Youth
$14.00 Adult
Basketball
RFP No. 25-001
Superior moisture wicking for peak performance
Ultra-tight knit for better opacity and printability
Stain release and odor resistant for easy care
Fade and snag resistant for durability
44+ UPF for UV sun protection
Hooded Short Sleeve Performance ShirtN3408
Salmon Sky
Blue
Safety
Green
Melon
White
Charcoal
Pastel
Blue
Safety
Yellow
Black
Lt Blue
Pastel
Mint
Sand
Orange
Lt Yellow
Purple
Red
Forrest
Maroon
Royal
Silver
Gold
Navy
Safety
Orange
Light
Lime
$9.99 Youth
$9.99 Adult
Basketball
RFP No. 25-001
Polyester
Triangle Sports ShortsBASKS001
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$7.00 Youth
$7.00 Adult
Basketball
RFP No. 25-001
Polyester
Triangle Sports Fly JerseySOCCJ001
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$11.50 Youth
$11.50 Adult
Soccer
RFP No. 25-001
Polyester
Triangle Sports ShortsSOCCS001
Custom Colors
Royal Red Neon YellowCharcoalForrest
Orange
Slate
Black
Burgundy
Vegas
Lt Blue
Purple
Cardinal
Maroon
Teal
White
Hot Pink
Gold
Navy
Silver
Lt Pink
Yellow
Texas
Neon Green
Kelly
$7.50 Youth
$7.50 Adult
Soccer
RFP No. 25-001
$6.00 Youth
$6.00 Adult
RFP No. 25-001
Polyester
Custom Colors

TRIANGLE SPORTS INC
209 S 9th Ave
michael@triangle
sports.com
6269343393
AS5 Featherweight Sock

FEATURES
88% nylon/12% elastane
50% lighter than traditional tube socks
Tube style sock is ideal for any sport
black
cardinal
forest
green
gold
hot pink
kelly
green
light blue
maroon
navy
neon
green
orange
pink
purple
royal
scarlet
teal
vegas
gold
white
$3.99 Youth
$3.99 Adult
Soccer
RFP No. 25-001
100% Polyester interlock fabric
Dual side inserts for breathability
Reinforced shoulder seams
Moisture wicking to keep athletes cool
Stain release and odor resistant for easy care
Double needle cover stitch hem for durability
A4 Pacer JerseyN2009
Graphite
White
Lt Blue
White
Navy
White
Gold
White
Black
White
Royal
White
Red
White
Silver
White
$9.50 Youth
$9.50 Adult
Track
RFP No. 25-001
100% Woven Polyester, 2.4 ounces per square yard
1 1/2" Covered elastic with draw cord
Moisture Wicking, Odor Resistant, Stain Release
4" Inseam with liner brief
ColorBlack
A4 ShortsN5344
Graphite
White
Navy
White
Black
White
Royal
White
Red
White
Silver
White
$9.50 Youth
$9.50 Adult
Track
RFP No. 25-001
63% Polyester / 25% Polypropylene / 10% Spandex / 2% Rubber Air vents for comfort & breathability
Moisture wicking fabric
Arch support
Sold as pair
A4 SocksS8002
Black White
$3.50 Youth
$3.50 Adult
Track
RFP No. 25-001

T riangle Sports Inc.
209 S Ninth Ave
La Puente CA, 91746
626-934-3393

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, February 4, 2025, 5:00 PM
CONSENT 22. To: Honorable Mayor and City Council From: Toni Carter, Housing Specialist CMO Housing & Neighborhood Subject: CONSIDER AWARDING A FIVE-YEAR CONTRACT SERVICE AGREEMENT WITH BARR &CLARK, INC. TO PROVIDE ENVIRONMENTAL TESTING FOR HOUSING DIVISION REHABILITATIONPROGRAMS (CITY COUNCIL) I. SUMMARY
On October 31, 2024, a Request for Proposals (RFP)  25-008 was issued through Planet Bids, inviting qualified risk assessment firms to submit proposals to perform lead-based paint (LBP) and asbestos testing, risk assessments and clearance inspections and reports for the City's residential rehabilitation program.

The requested services will be conducted in accordance with the Federal regulations (24 CFR Part 35, and Chapter 7 (revised) of U.S. Department of Housing and Urban Development (HUD), "HUD Guidelines for Lead-Based Paint Inspections", and the Environmental Protection Agency (EPA) "Guidelines for Controlling Asbestos-Containing Materials in Buildings", or as amended during the term of the agreement.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a contract with Barr & Clark, Inc. for a three (3) year term in an amount not to exceed $30,000, with the option for two (2) additional one-year terms, for a maximum of five (5) years.

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

III. ALTERNATIVES
TAKE another action the City Council deems appropriate, subject to and consistent with the requirements for theCity's Purchasing Ordinance.

IV. BACKGROUND
Inspection for lead-based paint hazards, asbestos and radon gas hazards are an essential component of the City ofCarson's rehabilitation programs including the Neighborhood Pride Program (NPP) and Permanent Local HousingAllocation (PLHA).  Such inspection and abatement is required in the rehabilitation of all structures built before1978 where such rehabilitation is performed using Community Development Block Grant (CDBG) funds, under theprovisions of Section 24 of the Code of Federal Regulations (CFR), Part 35, Chapter 7.  Enforcement of theprovision of 24 CFR 35 has become an area of emphasis in recent years for the U. S. Department of Housing andUrban Development (HUD). The scope of services to be performed under this agreement is summarized as follows:
701 East Carson Street
Lead-Based paintConduct lead hazard inspection/evaluation.  During the evaluation, consultant shall determine whether lead-basedpaint exist in the unit and where.

1. Conduct testing of all surfaces to be disturbed during the rehabilitation process.  A certified lead-based paintinspector or risk assessor must conduct the testing 2. Provide the city with a report indicating the findings of the testing.3. For rehabilitation work in excess of $5,000, a certified risk assessor must conduct and prepare a riskassessment of the entire unit.  4. Conduct final clearance inspection to ensure the dwelling is safe for occupants.  Final clearance shall ensurethat all of the following have been completed.1. All hazard reduction work covered in the work specifications is completed.2. All areas where paint has stabilized have been repainted with primer and finish coats of paint.  3. All causes of deteriorated paint have been repaired.4. Encapsulates have been applied according to manufacturer's recommendations.

Asbestos

1. Conduct inspections of each dwelling unit to identify and assess the presence of accessible asbestoscontaining construction materials at each dwelling unit.2. Visually inspect suspect materials to assess their conditions.3. Collect physical bulk samples of suspect materials from representative locations within the dwelling unit andsubmit such samples to an independent laboratory for analysis.4. Based on the results of the laboratory analysis of the suspected asbestos containing materials, preparerecommendations for the stabilization or abatement, as applicable , of the hazardous asbestos relatedconditions.5. Oversee the stabilization or abatement, as applicable of the hazardous asbestos related conditions. Conduct asbestos containing materials clearance inspection after all asbestos-related activities have beencompleted.  After the dwelling unit passes all air clearance testing, issue asbestos abatement clearance toreoccupy the abated areas.

Radon Gas

1. Conduct inspections of each dwelling unit to identify and test for Radon gas in accordance with Federal, Stateand Local regulations.2. The testing will consist of placing short-term radon detector(s) at the property in an effort to measure radongas constructions at the site. 3. Canisters will be collected after 48 hours hours from the time they are setup and shipped to NEHA-NRPPcertified lab. 4. A complete report with the testing results will be prepared by a NEHA-NRPP Certified ResidentialMeasurement Provider.

V. FISCAL IMPACT
Funds for this proposed contract are included in the 2024-2025 Annual Action Plan budget under Rehabilitationactivities.  Funds will be expended from CDBG Account 215-50-720-964-6062.

VI. EXHIBITS

1. Draft Contract Barr & Clark

2. Barr & Clark cost proposal

Attachments
Barr and Clark Contract.pdf
Barr Clark - RFP 25-008 Cost proposal.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
BARR & CLARK, INC.

01007.0016/1045065.1 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
BARR & CLARK, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________________, 2025 by and between the CITY OF CARSON, a California municipal corporation (“City”) and BARR & CLARK, 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, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

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

C. Pursuant to the City of Carson’s 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

01007.0016/1045065.1 -2-
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, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

01007.0016/1045065.1 -3-

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

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 Thirty Thousand Dollars and Zero Cents. Dollars ($30,000.00) (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 $10,000.00 for each Extension Term.

01007.0016/1045065.1 -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 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 may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

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

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of 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:

Matthew Crochet President/CEO & Project Manager
(Name) (Title)

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Jeremy Nguyen Senior Project Director
(Name) (Title)
Dana Williams Senior Project Director
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number,

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

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) Worker’s Compensation Insurance. A policy of worker’s 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 Employer’s 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

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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 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 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 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 the above policies 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 or its officers, employees or agents may apply in excess of, and not contribute with Consultant’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.

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

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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 COMPANY 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 insured 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 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 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,

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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, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

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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 Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, 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 attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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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 court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 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) 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, Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City thirty (30) days’ written notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. 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 City’s termination without cause pursuant to this Section, the City need not provide the Consultant 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

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damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

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this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.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 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

01007.0016/1045065.1 -17-
of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in 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. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) 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]

01007.0016/1045065.1 -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
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[vas; rjl]
CONSULTANT:

Barr & Clark, Inc. a California corporation
By:

Name:

Title:

By:

Name:

Title:

Address: 16531 Bolsa Chica, Suite 205
Huntington Beach, CA 92649
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.

01007.0016/1045065.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0016/1045065.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0016/1045065.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services, following City staff approval of a homeowner’s application for rehabilitation assistance and upon City’s request:

A. Lead-Based Paint Services: The Consultant shall provide all necessary staffing and resources to conduct lead-based paint inspection and risk assessment services for each dwelling unit involved in the City’s housing rehabilitation programs. All personnel will be experienced and will have completed an EPA formatted course through a CDPH/DHS accredited training provider. All inspection personnel are CDPH/DHS certified. The properties consist of typical single family residences located throughout the City of Carson. These services will employ the latest technologies and be conducted by trained professionals, including:

Lead-Based Paint (LBP) Inspection/Testing

1. Initial Inspection: Conduct a thorough lead hazard inspection and evaluation of each dwelling unit within the programs. The Consultant will identify the presence and locations of lead-based paint hazards in compliance with 24 CFR 35.930. (Title X), California Title 17 Regulations, and applicable HUD Guidelines.
(a) Perform a comprehensive LBP Inspection (via XRF) within all accessible interior and exterior areas. The method of testing will be X-ray fluorescence which is non-destructive. All testing will be patterned after the HUD Guidelines (2012 revision).

2. Paint Testing and Reporting: Perform paint testing on all surfaces to be disturbed during the rehabilitation process, conducted by a certified lead- based paint inspector or risk assessor using XRF methodology. The Consultant will collect dust and soil samples for lead-content analysis, submitting them to a local laboratory accredited by the American Industrial Hygiene Association (AIHA); the National Institute of Standards and Technology (NVLAP); and the California Department of Health Services Environmental Laboratory Accreditation Program (ELAP). A comprehensive report detailing findings will be provided to the City.

3. Risk Assessment: For rehabilitation projects exceeding $5,000, conduct a complete risk assessment of the dwelling unit, performed by a certified risk assessor.

4. Stabilization/Abatement Specifications: Prepare lead-based abatement specifications based on the inspection and testing results, along with the planned scope of work for the rehabilitation and project.

01007.0016/1045065.1 A-2

Lead-Based Paint (LBP) Clearance Testing

1. Clearance Inspection: Conduct a final clearance inspection to ensure the dwelling is safe for occupants and issue an abatement certification to the City in accordance with 24 CFR 35.930 (Title X) and HUD Guidelines.

Final clearance will confirm that:
(a) All hazard reduction work specified has been completed. (b) All stabilized areas have been properly repainted with primer and finish coats.
(c) All causes of deteriorated paint have been repaired. (d) Encapsulants have been applied per manufacturer
recommendations.
(e) Friction and impact surfaces have been treated.
(f) Surfaces that collect lead dust have been thoroughly cleaned.

2. Perform a visual LBP clearance after all lead-related construction activities are completed and properly cleaned (HEPA/TSP/HEPA).

3. If the visual inspection is satisfactory, Consultant will take dust wipe and/or soil samples in appropriate areas and analyzed for residual lead dust at an NVLAP approved laboratory.

B. Asbestos Services: The Consultant shall provide staffing and resources, including, but not limited to labor, material, and equipment, to perform asbestos inspection and risk assessment services for each dwelling unit involved in the City’s housing rehabilitation programs. All personnel will be experienced and will have completed an EPA formatted course through a CDPH/DHS accredited training provider. All inspection personnel are CDPH/DHS certified. The properties consists of typical single family residences located throughout the City of Carson. These services will utilize the latest technologies and be conducted by trained professional, including:

Asbestos Inspection/Testing

1. Initial Inspection: Conduct inspections of each dwelling unit to identify and assess accessible asbestos-containing materials. This will include visual inspections of suspect materials to evaluate their condition, adhering to all applicable regulations (local, state, and federal), including EPA; HUD; Department of Health Services (DHS); National Emission Standards for Hazardous Air Pollutants (NESHAP); Cal/OSHA, South Coast Air Quality Management District (South Coast AQMD); Clean Air Act (CAA); Toxic

01007.0016/1045065.1 A-3
Substances Control Act (TSCA); and Occupational Safety and Health Administration (OPSHA).

2. Sample Testing: Collect physical bulk samples of suspect materials from representative locations and submit them to an independent laboratory for analysis. All samples will be analyzed by LA Testing, accredited by the AIHA, NVLAP, and the California Department of Health Services (ELAP).

3. Stabilization/Abatement Specifications: Based on laboratory analysis results and the planned scope of work, prepare
recommendations/specifications for stabilization or abatement of identified asbestos-containing materials.

4. Oversight: Oversee the stabilization or abatement of hazardous asbestos- related conditions. The Consultant will subcontract with a licensed abatement firm and provide oversight during the abatement process.

Asbestos Clearance Testing

1. Clearance Inspection: Conduct a clearance inspection for asbestos- containing materials following the completion of all abatement activities.

Upon successful clearance testing, issue an asbestos abatement clearance certificate to allow re-occupancy of the affected areas. The asbestos abatement clearance shall include:
(a) Visual and/or air sampling (regular PCM) in areas within and surrounding the affected abatement areas.
(b) If required, air sampling and analysis by NIOSH method 7400 for asbestos samples.
(c) Company's lab shall maintain participation in the Proficiency Analytic Testing (PAT) program for air sample quality control under EPA.
(d) Microscopists for air samples assigned to this work shall be participants in the intra-laboratory PAT program quality control procedures.

C. Radon Testing: The Consultant shall provide staffing and resources, including, but not limited to labor, material, and equipment, to perform radon testing for each dwelling unit involved in the City’s housing rehabilitation programs. Consultant will adequately staff fully qualified technicians to perform all tasks described below in accordance with Federal, State, and Local regulations. The properties consists of typical single family residences located throughout the City of Carson. These services will utilize the latest technologies and be conducted by trained professional. Short-Term testing to be screened utilizing Aircheck passive radon

01007.0016/1045065.1 A-4
devices to determine whether or not Radon Gas is present at the property. The radon testing shall include:

1. The testing will consist of placing short-term radon detector(s) at the property in an effort to measure radon gas concentrations at the site.

2. Canisters will be collected after 48 hours from the time they are setup and shipped to NEHA-NRPP certified lab.

3. A complete report with the testing results will be prepared by a NEHA- NRPP Certified Residential Measurement Provider.

D. Limited Mold Investigation: The Consultant shall provide staffing and resources, including, but not limited to labor, material, and equipment, to perform mold testing for each dwelling unit involved in the City’s housing rehabilitation programs.

Consultant will adequately staff fully qualified technicians to perform all tasks described below in accordance with Federal, State, and Local regulations. The properties consists of typical single family residences located throughout the City of Carson. These services will utilize the latest technologies and be conducted by trained professional. The objective of the preliminary mold investigation will be to survey the visually affected areas of the building and assess the presence of potential mold/fungal contamination.

1. Interview occupant(s) to assess the past history of moisture infiltration problems.

2. Perform visual inspection of the affected areas.

3. Collect up to 2 non-viable air samples from interior survey area of the building. Samples collected will be sent to a qualified laboratory for analysis of air suspended mold spores. One outdoor sample will be collected for a background reference.

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

A. Initial Inspection Reports: Provide the City with a detailed report for each dwelling unit inspected, including results from both lead-based paint and asbestos abatement, laboratory analysis of dust, soil, or physical bulk samples, and any applicable risk assessments. Upon request, exact copies of laboratory analysis results will be provided.

B. Stabilization and Abatement Recommendations: Submit written recommendations for stabilization and abatement regarding both lead-based paint and asbestos.

01007.0016/1045065.1 A-5
C. Clearance Reports: Deliver Clearance Inspection reports and Stabilization/Abatement Certifications for both lead-based paint and asbestos for each dwelling unit inspected.

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:

As requested by City’s Contract Officer.

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. Matthew Crochet, President/CEO & Project Manager -- Lead, Asbestos, Mold & Environmental Operations
B. Jeremy Nguyen, Senior Director – Lead, Asbestos & Mold Operations C. Dana Williams, Senior Project Director – Lead, Asbestos & Mold Operations D. Troy Whitmark, Certified Lead Inspector/Risk Assessor E. Juan Garcia, Certified Lead Inspector/Risk Assessor
F. Michael Atallah, Senior Project Director – Radon & Phase I Operations G. Noah Covarrubias, Certified Lead Sampling Technician

01007.0016/1045065.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics):

I. Section 1.10 (Compliance with Labor and Wage Laws) is hereby added to the Agreement to read in its entirety as follows:
“Certain portions of the Services may be subject to prevailing wages under the Labor Code and to the extent such is true, 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. (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.

01007.0016/1045065.1 B-2
(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 day’s 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 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 (1½) times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” (j) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.”

01007.0016/1045065.1 B-3

II. Section 3.4 (Term) of the 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 Agreement shall continue in full force and effect until completion of the services but not exceeding three one (31) years 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 two (2) additional one-year terms (each, an “Extension Term”). The pricing to be applied for each Extension Term is the same pricing listed in Exhibit “C.””
III. Section 4.5 (Prohibition Against Subcontracting or Assignment) of the Agreement is hereby amended to read in its entirety as follows:
“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, with the exception of the subcontractors identified in the immediately following sentence, 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.

The subcontractors City has consented to are as follows:
i. Accurate Analytical Testing, LLC, which will provide services for lead related laboratory analysis including dust wipes, soil samples, air samples, drinking water, paint chips and waste characterization; ii. Patriot Environmental Laboratory Services, Inc., which will provide services for asbestos related laboratory analysis including bulk samples and air samples;
iii. Eurofins EMLab P&K, which will provide services for mold analysis; and iv. AccuStar Labs, which will provide services for radon related laboratory analysis.

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

01007.0016/1045065.1 B-4
Consultant or any surety of Consultant of any liability hereunder without the express consent of City.”

01007.0016/1045065.1 C-1
EXHIBIT “C”

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

A. Lead-Based Paint (LBP) Inspection/Testing:

1. LBP Clearance Inspection/Risk Assessment & Report (typical SFR):
$750.00 / SFR
B. Lead-Based Paint (LBP) Clearance Testing.

1. LBP Clearance Inspection Site Visit & Report: $350.00 / site visit + lab samples

2. Laboratory Samples: $20.00 / sample
NOTE: Failed clearances are billed additionally at the same rate above.

C. Asbestos Inspection/Testing.

1. Asbestos Inspection & Report (typical SFR): $1350.00 / SFR

2. Asbestos 1000 Point Count Analysis (only if requested by City’s Contract Officer): $75.00 /sample
D. Asbestos Clearance Testing.

1. Asbestos Clearance Inspection Site Visit & Report: $575.00 / site visit + lab samples

2. Laboratory Samples (regular PCM): $20.00 / sample
NOTE: Failed clearances are billed additionally at the same rate above.

E. Radon Testing.

1. Radon Testing Site Visit & Report (up to 2 cannisters): $750.00 / SFR F. Limited Mold Investigation.

1. Limited Mold Inspection Site Visit & Report: $575.00 / site visit + lab samples

2. Laboratory Samples (Air-O-Cell analysis, 2 day TAT): $85.00 / sample NOTE: Mold clearances at the same rate above. Failed clearances are billed additionally at the same rate above.

01007.0016/1045065.1 C-2
Hourly rates typically do not apply to any of the above inspections or clearance testing.

The above pricing includes all services as described and does not require any hourly fees.

II. Within the budgeted amounts 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.

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

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

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

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

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

IV. The total compensation for the Services shall not exceed $30,000.00 as provided in Section 2.1 of this Agreement.

01007.0016/1045065.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services within a timely manner as determined by City’s Contract Officer.

II. Consultant shall deliver the tangible work products specified in Section II of Exhibit A to the City within a timely manner as determined by City’s Contract Officer.

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

BARR & CLARK
Independent Environmental Testing
Asbestos • Lead • Mold • Phase I

16531 Bolsa Chica, Suite 205 • Huntington Beach, CA 92649 • 714.894.5700 www.barrandclark.com

Cost Proposal for RFP 25-008

November 21, 2024

City of Carson
701 E. Carson Street
Carson, CA 90745

Re: Environmental Consulting for-
Various Single Family Residences
Carson, CA

Dear Sir/Madam:

Barr & Clark Environmental is pleased to make the following cost proposal for consulting work at the above listed property:

Lead-Based Paint (LBP) Inspection/Testing
• The properties consists of typical single family residences located throughout the City of Carson. • The properties are currently occupied and complete access will be provided. Access delays may result in an incomplete survey and/or additional costs. • All personnel will be experienced and will have completed an EPA formatted course through a CDPH/DHS accredited training provider. All inspection personnel are CDPH/DHS certified. • All services will conform to generally recognized industry practices for LBP related activities. • For this property, Barr & Clark proposes the following services:

1. Perform a comprehensive LBP Inspection (via XRF) within all accessible interior and exterior areas. The method of testing will be X-ray fluorescence which is non-destructive. All testing will be patterned after the HUD Guidelines (2012 revision).

2. Dust and/or soil samples will be taken as needed for lead risk assessment.

3. A written LBP inspection report will be available within approximately 4 working days from the completion of the field inspection.

The cost for the above listed services is as follows:
• LBP Clearance Inspection/Risk Assessment & Report (typical SFR) $ 750.00 / SFR

Lead-Based Paint (LBP) Clearance Testing
• Property description and access requirements are the same as listed above. • All personnel will be experienced and will have completed an EPA formatted course through a CDPH/DHS accredited training provider. All inspection personnel are CDPH/DHS certified. All services will conform to generally recognized industry practices for LBP related activities. • For these properties, Barr & Clark proposes the following services:
• Perform a visual LBP clearance after all lead-related construction activities are completed and properly cleaned (HEPA/TSP/HEPA).

Environmental Consulting Services – RFP 25-008
Proposal for Services - City of Carson

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