Agenda packet — Carson City Council, May 6, 2025 (part 3 of 5)

RESOLUTION NO. 25-060

A RESOLUTION OF THE CARSON CITY COUNCIL
AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE

GENERAL FUND AND SPECIAL REVENUE FUNDS, AND
AMENDING THE FISCAL YEAR 2024 -25 CAPITAL

IMPROVEMENT PROGRAM TO INCORPORATE THE

CONSTRUCTION OF LENARDO DRIVE TO BE FUNDED,
IN PART, BY THE 2024 LEASE REVENUE BONDS

WHEREAS, the City Council adopted the City’s Fiscal Year (FY) 2024-25 budget on June 18, 2024 via Resolution No. 24-056; and

WHEREAS, on July 16, 2024 the City Council and the Carson Public Financing Authority adopted Resolution Nos. 24 -071 and 24 -01-CPFA respectively, authorizing and directing execution of certain financing documents and directing certain related actions in connection with the issuance of its 2024 Lease Revenue Bonds in an aggregate principal amount not to exceed $92,000,000; and

WHEREAS, the City Council has determined it necessary to amend the FY2024 -25 General Fund budget and Special Revenue Funds budget to allocate the 2024 Lease Revenue Bonds funding; and

WHEREAS, the City Council has determined it necessary to amend the FY2024 -25 Capital Improvement Program to incorporate the construction of Lenardo Drive and Stamps Road and associated public improvements to be funded in part by the 2024 Lease Revenue Bonds; and

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

Section 1. The following amendment(s) will be made to the City’s FY2024-25 budget:

Account Division/Object Description Increase/(Decrease) Fund 775 775-70-778-904-8009 $5,000,000.00
Section 2. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY 2024-25 budget on file, and effective as of May 6, 2025, the same shall be in force and effect.

Resolution No. 25-060

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PASSED, APPROVED, and ADOPTED this 6th day of May, 2025.

APPROVED AS TO FORM: CITY OF CARSON:
_______________________ __________________________ Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor

ATTEST:
__________________________
Dr. Khaleah K. Bradshaw, City Clerk

Resolution No. 25-060

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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )

I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 24 -060 adopted by the City of Carson City Council at its meeting held on May 6, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 33. To: Honorable Mayor and City Council From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 4 TO JOHNSON CONTROLS, INC., CONTRACT(23-083) FOR CONTRACTOR TO PROVIDE A TURNKEY, COMPLETE INSTALLATION OF ADDITIONALMATERIAL AND LABOR TO EXPAND THE NEW ACCESS CONTROL AND CCTV SURVEILLANCE SYSTEMSPER THE DRAWINGS AND REMODEL OF THE CITY HALL BASEMENT (CITY COUNCIL) I. SUMMARY
On March 27, 2023, City and Johnson Controls, Inc. (Contractor) entered into a contract for Contractor to provide citywide video surveillance and access control systems at City Parks, City Hall, Community Center, and the Corporate Yard at a cost not to exceed $5,165,644.08 (Exhibit No. 3).

On October 24, 2023, the parties entered into Amendment No. 1 (Exhibit No. 4) to increase the contract amount by $686,331.00 to temporarily add CCTV trailers, and Mobile Marshall camera units by renting such equipment from Contractor for a period of six (6) months under City’s emergency procedures, which increased the contract sum from $5,165,644.08 to $5,851,975.08.

On December 5, 2023, the parties entered into Amendment No. 2 (Exhibit No. 5) to upgrade the camera sensor types from single-sensor to multi-sensor cameras with additional cloud storage and to approve the schedule compression of one-year (1) installation to six (6) months, with a projected installation completion date of March 31, 2024, which increased the contract sum from $5,851,975.08 to $6,511,836.44.

On September 17, 2024, the parties entered into Amendment No. 3 (Exhibit No. 6) to provide installation of additional materials allowing for expansion of the New Access Control and CCTV Surveillance systems for an additional amount of $1,740,485.59. However, the agreement provided for a $150,000 “allowance” to cover additional services required which none of the allowances had been used. Therefore, Johnson Controls gave the City a credit of $150,000.00 toward the cost of Amendment No. 3 which reduced the proposal cost to $1,590,485.59 (Exhibit No. 2). Approval of Amendment No. 3 increased the contract sum from $6,511,836.44 to $8,102,322.03.

Staff is now requesting City Council to approve Amendment No. 4 (Exhibit No. 1) to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement Project No. PW 1731 for an additional amount of $144,447.68.

Approval of Amendment No. 4 will increase the contract sum from $8,102,322.03 to $8,246,769.71.

II. RECOMMENDATION
Take the following actions:

1. APPROVE Amendment No. 4 to the agreement with Johnson Controls, Inc. (Exhibit No. 1) to increase the contract sum from $8,102,322.03 to $8,246,769.71.

2. AUTHORIZE the Mayor to execute Amendment No. 4, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate that is consistent with the requirement of law.

IV. BACKGROUND
City Council awarded a five-year contract to the lowest responsive and qualified bidder Johnson Controls, Inc., to provide citywide video surveillance and access control systems, including monitoring and maintenance of City Parks and Corporate Yard, at a cost not to exceed $5,165,644.08. City Council also authorized the expenditure of construction contingencies in the amount of $774,846.61 (15%) for any unforeseen construction work and other work that may be necessary to complete the project.

Due to increased crime-related activity at various City Parks and City Corporate Yard, staff made an emergency request to City Council to approve expenditures pursuant to Section 2611(d) of the City’s Municipal Code in the amount of $686,331.00 resulting in Amendment 1 which was approved by the City Council on November 7, 2023.

This measure included the rental and temporary placement of CCTV trailers and Mobile Marshall camera units for a period of six (6) months. This amendment resulted in an increase to the base contract sum of $5,165,644.08 to $5,851,975.08. The amendment amount was applied to the $774,846.61 project contingency resulting in $88,515.61 remaining.

On December 5, 2023, staff returned to City Council for approval of Amendment No. 2. This amendment provided an upgrade to the Citywide video surveillance cameras to multisensors with additional cloud storage and changes to the schedule by compressing the one-year (1) installation period to six (6) months. This amendment increased the contract amount by $659,861.35, which increased the total contract sum from $5,851,975.08 to $6,511,836.44.

Resolution No. 23-195 was also approved allowing a budget transfer from Project PW1737 to Project PW1674 in the 2023-24 Capital Improvement Program budget. It is important to note that the City has adopted the 2021 Edition of the Standard Specifications for Public Works Construction (“Greenbook”) as part of the original agreement. Under the Greenbook, change orders for the amount contemplated in Amendment No. 2 are permitted without bidding considerations so long as both City and contractor agree.

On September 17, 2024, staff returned to City Council for approval of Amendment No. 3. This amendment provided the purchase and installation of additional equipment to expand the Access Control and CCTV Surveillance systems after it was determined that additional coverage and more access control points were needed. That purchase and installation came to a total of $1,740,485.59. However, the original agreement included a $150,000 allowance for additional services, which had not yet been used. As a result, Johnson Controls provided the City with a $150,000 credit reducing the cost of Amendment No. 3 to $1,590,485.59. Amendment No. 3 increased the contract amount from $6,511,836.44 to $8,102,322.03.

Currently the City Hall basement is undergoing renovations (Capital Improvement Project PW1731) to provide necessary upgrades. This includes the Emergency Operation Center (EOC), as well as the administrative office space for the Public Safety & Emergency Management (PS/EM) and the Information Technology and Security Departments. Expansion of the Access Control and CCTV Surveillance systems that have been implemented city- wide are needed as part of the upgrades to the basement renovation project. The Qumulex system that the City is currently using will be expanded accordingly to support the additional CCTV cameras and card readers that will be added to basement as part of the upgrades being done at cost of $144,447.68. Staff is now requesting City Council approval for Amendment No. 4 to allow for Change Order 4 so that the contractor can provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement. If approved, Amendment No. 4 will increase the total contract amount from $8,102,322.03 to $8,246,769.71.

V. FISCAL IMPACT
If Amendment No. 4 is approved, account 101-55-592-127-8004 for PS Facility Security Equipment will provide $25,000.00 of the funds needed and the remaining $119,447.68 will come from the 101-99-999-904-6004 Capital Improvement Project PW1731 Basement/Emergency Operations Center Renovation project account, resulting in no net fiscal impact.

VI. EXHIBITS

1. Proposed Amendment No. 4 to contract with Johnson Controls, Inc.

2. Cost Proposal dated 04-14-2025

3. Original Contract No. 23-083

4. Amendment No. 1 to contract No. 23-083

5. Amendment No. 2 to contract No. 23-083

6. Amendment No. 3 to contract No. 23-083

Attachments

1. Proposed Amendment No. 4 to contract with Johnson Controls, Inc.

2. Cost Proposal Rev. 2_ 04-14-25

3. Original Contract No. 23-083.pdf

4. AMENDMENT NO. 1.pdf

5. AMENDMENT NO. 2.pdf

6. AMENDMENT NO. 3.pdf
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01007.0006/928852.2
AMENDMENT NO. 4

TO PUBLIC WORKS AGREEMENT
THIS AMENDMENT TO PUBLIC WORKS AGREEMENT (“Amendment No. 4”) by and between the City of Carson, a California municipal corporation (“City”) and Johnson Controls, Inc., a Wisconsin corporation (“Contractor”) is effective as of the 6th day of May, 2025. City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECI
TALS
A. City and Contractor entered into that certain Public Works Agreement dated March 27, 2023 ( “Agreement”), whereby Contractor agreed to provide an external/internal Video Surveillance system and Access Control System for the City’s 12 parks, Corporate Yard, City Hall, and Community Center , to replace currently existing systems with a consistent, unified, and expandable solution, for a Contract Sum not to exceed $5,165,644.08. On March 21, 2023, the City Council authorized the expenditure of construction contingencies in the amount of $774,846.61 (15%) for any unforeseen construction work and other work that may be necessary to complete the project.

B. City has recently experienced increased crime and therefore is in need of immediately increased security and video surveillance measures to improve the safety and security of City facilities and City staff members at various City parks and Corporate Yard. In connection therewith and pursuant to Section 2611(d) of the City’s Municipal Code, City has initiated procurement of temporary CCTV trailers, mobile marshalls, and camera units by renting such equipment from Contractor for a period of six (6) months under City’s emergency procedures, and now City and Contractor seek to enter into this Amendment to formally memorialize and set forth the terms and conditions of Contractor’s provision of such additional equipment.

C. City and Contractor entered into an amendment to the Agreement dated October 24, 2023 (“Amendment No. 1”) to add temporary CCTV trailers , mobile marshalls, and camera units to provide additional security at City parks and the Corporate Yard on an equipment rental basis, thereby increasing the Contract Sum by $686,331.00, from $5,165,644.08 to $5,851,975.08.

Application of the $686,331.00 to the $774,846.61 contingency approved by the City Council resulted in $88,515.61 remaining in the approved contingency.

D. City and Contractor entered into another amendment to the Agreement dated December 5, 2023 (“Amendment No. 2”) to allow for Change Order 1 to change the camera sensor types from single-sensor to multi-sensor for several cameras for a cost not to exceed $480,942.48, so that there will be a total of 206 multi-sensor cameras and 662 single-sensor cameras for a total of 868 cameras, and Change Order 2 to reduce the Schedule of Performance from one year after receiving a Notice to Proceed to March 31, 2024 at an additional cost of $178,918.88, for a total additional cost of $659,861.35.

E. City and Contractor entered into another amendment to the Agreement dated September 17, 2024 (“Amendment No. 3”) to allow for Change Order 3 for Contractor to provide Exhibit No. 6
- 2 -
01007.0006/928852.2
a turnkey, complete installation of additional material allowing for expansion of the new Access Control and CCTV Surveillance systems for an additional amount of $1,590,485.59, thereby bringing to adjusted Contract Sum to $8,102,322.03.

F. The Agreement provides for a $150,000 “allowance” to cover additional services required thereunder as requested and authorized by the City, for such items associated with permitting, trenching, conduit installation, electrical work, wiring, additional inspections, geotechnical services, public information and notifications, material/concrete testing, utility/permits, or other unforeseen conditions uncovered and authorized by the City. Because none of the allowance had been used, Contractor provided City a c redit of $150,000 toward the cost charged to City under Change Order 3.

G. Now, the Parties seek to enter into this Amendment No. 4 to allow for Change Order 4 for Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement for an additional amount of $144,447.68, thereby bringing the adjusted Contract Sum to $8,246,769.71.

H. Section 1.2 of the Agreement adopts the provisions of the 2021 Edition of the Standard Specifications for Public Works Construction, as updated by errata (“Greenbook”). The Greenbook authorizes the Parties to incorporate Change Order 4 into the Agreement.

TERMS

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

A. Section 1.1 (Scope of Work) is hereby amended to read in its entirety as follows:
“1.1 Scope of Work .

The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the Bid Documents for the project entitled RFP 22-046 Access Contr ol and Video Surveillance Systems , Exhibit “A -1,” Exhibit “A -2,” and Exhibit “A -3” and Exhibit “A -4.” (“Global Project”). Exhibit “A -1” describes the temporary CCTV trailers, mobile marshalls , and camera units to be rented to City by Contractor for a period of six (6) months commencing October 24, 2023 and continuing through April 23, 2024. Exhibit “A-2” describes Change Order 1 and Change Order 2, and Exhibit “A-3” describes Change Order 3 and Exhibit “A-4” describes Change Order 4 .

The Global Project requires Contractor to provide an external/internal Video Surveillance system and Access Control System for the City’s 12 Parks, Corporate Yard, City Hall, and Community Center to replace the currently existing systems with a consistent, unified, and expandable solution. Such work will include, but will not be limited to, provision of a full turnkey system involving design, purchase, installation, configuration, software licenses, support and maintenance services. Change Order 3 will require Contractor to provide a turnkey, complete installation of additional material allowing for expansion of the new - 3 -
01007.0006/928852.2
Access Control and CCTV Surveillance systems. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain the 90 days storage as required in the original RFP 22-046 specifications. Change Order 4 will require Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement. The Qumulex system will be expanded accordingly t o support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain 90 days storage. All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations. All of the work described in Exhibit “A-2,” Exhibit “A-3,” Exhibit “A-4” and Contractor’s Bid items with the exception of 1, 10 and 14, will comprise the public works component of the Global Project (“ Project”). As used herein, “Bid Documents ” refers to all of the documents included in the solicitation of bids for the Global Project, including but not limited to, the Invitation for Bids, Instructions to Bidders, Contractor’s Bid/Proposal dated January 9, 2023, Contract Documents, Special Provisions, Technical Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein. The Bid Documents are incorporated into this Agreement and made part hereof. In the event of any conflict between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern.” B. Section 2.1 (Contract Sum) is hereby amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Contractor’s Bid attached hereto as Exhibit A and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor’s expenses, of an amount not to exceed Eight Million Two One Hundred Forty Six Two Thousand Seven Three Hundred Sixty Nine Twenty Two Dollars and Seventy One Three Cents ($8,246,769.71$8,102,322.03) (“Contract Sum”) for completion of the Global Project. Of this amount, the amount attributable to the Project is Five Million One Hundred Eighty Nine Forty Five Thousand Seven Three Hundred Seventy Four Twenty Six Dollars and Twenty Three Fifty Five Cents ($5,189,774.23$5,045,326.55).” C. Section 3.1 (Schedule of Performance; Term) is hereby amended to read in its entirety as follows:
“3.1 Schedule of Performance; Term.

Contractor shall complete the Project minus the work detailed in Exhibit A -3 and Exhibit A-4 by no later than March 31, 2024 in accordance with the schedule contained - 4 -
01007.0006/928852.2
in Change Order 2, and any revisions thereof approved by the City in writing., Contractor and shall complete the work required in Exhibit A-3 by no later than March 31, 2025 and shall complete the work required in Exhibit A-4 by no later than August 6, 2025. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. Once the Project is accepted by the City, Contractor will provide City with the services detailed in Bid items 10, the training component of 13, and 14 for a period of five (5) years, consistent with the performance schedule detailed in Contractor’s Bid/Proposal dated January 9, 2023. Additionally, Contractor will provide the services set out in Exhibit A -1 for a six (6) month period, commencing October 24, 2023 and continuing through April 23, 2024.”
D. Exhibit “A-4” (Change Order 4) is hereby added to the Scope of Work of the Agreement immediately following Exhibit A -3 and shall read in its entirety as follows:

See attached Exhibit “A-4.”

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all provisions of the Agreement, Amendment No. 1 , Amendment No. 2 and Amendment No. 3 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 4, Amendment No. 3, Amendment No. 2 and Amendment No.

1. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 4, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 4, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. - 5 -
01007.0006/928852.2

5. Authority. The persons executing this Amendment No. 4 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 Amendment No. 4 on behalf of said party, (iii) by so executing this Amendment No. 4, such party is formally bound to the provisions of this Amendment No. 4, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment No. 4 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 4.

[SIGNATURES ON FOLLOWING PAGE]

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01007.0006/928852.2
IN WITNESS WHEREOF, the parties hereto have executed this A mendment No. 4 on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor

ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[rjl]
CONTRACTOR:

JOHNSON CONTROLS, INC. , a Wisconsin
corporation

Name: Andrew Krynen
Title: Area Vice President

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

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

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

01007.0006/928852.2

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.

01007.0006/928852.2

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)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0006/928852.2
EXHIBIT “A-4”

CHANGE ORDER 4

Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement . The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain the 30 days storage as required in the original RFP 22-046 specifications.

The additional card readers and cameras listed in the BOM/Bill of materials will be installed, configured and tested for proper operation. Each door/portal location receiving a card reader will be connected to the customer provided electronic locking door hardware for proper operation of the door.

01007.0006/928852.2

Mark Thummel
Account Executive
[email protected]
Cell: (702) 664-9100
The information contained in this document is proprietary to Johnson Controls Inc. Use or disclosure of this information, except for purposes of evaluation, is Prohibited without the written permission of Johnson Controls Inc. This information is copyrighted. Copyright JCWSI 2012. All rights reserved.

Johnson Controls, Inc. Page 1 of 4
Johnson Controls, Inc. 5770 Warland Dr. Suite A, Cypress CA 90630 License No. 22445
License Class: A, B, C4, C7, C10, C20, C38

April 14, 2025

PROPOSAL / QUOTATION

City of Carson Request for Proposal – RFP 22-046
Amendment No. 4
Basement TI / Security Additions

Project: Access Control and Video Surveillance Systems – Additional Scope of Work – Basement TI

Attn: Nora Garcia, Director of Public Safety & Emergency Services.

Address: 701 Carson Street, Carson CA 90745

Johnson Controls is pleased to offer for your consideration this quotation for the above project.

Project Description: Johnson Controls shall provide a turnkey, complete installation of the additional material and labor listed in the BOM / Bill of Material to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel in the City Hall Basement. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers. This will include the additional hardware and cloud-based storage to maintain the 30 days storage as required in the original RFP 22-046 specifications.

Total Investment Summary:

Total Labor $ 86,370.66
Total Material $ 43,446.21
Total Licenses & Cloud Services $ 1,928.78 Total Cloud Services (90 days, 5 years total) $ 8,029.41 Tax (State of California) on material only $ 4,672.62 Total Investment / Quote (net selling price, FOB shipping point, tax included) $ 144,447.68

Johnson Controls, Inc. Page 2 of 4
Johnson Controls, Inc. 5770 Warland Dr. Suite A, Cypress CA 90630 License No. 22445
License Class: A, B, C4, C7, C10, C20, C38

BOM / Bill of Materials

Mfr Part # Description Qty
***Head-End – ACCESS CONTROL***
Qumulex QXEP-DKUF-08DR-
1502-MR52-U
Unified series 8 Door kit, unmanaged. Includes (1) QXEP-LP1502 Intelligent Controller and (3) QXEP-MR52-S3B, and (1) LifeSafety PS. 1 Altronix BT1212 Battery, 12VDC, 12AH 2
***Field Devices - Access Control***
HID 40NKS-00-00192U SIGNO 40, BLK/SLVR,PIG,CRD PFL STD,BLE:ON,OSDP,V1,32-B 7 GRI 180-12-B DOOR CONTACT 3/4 RECESSED BROWN WITH LEEDS 8 Kantech T.REX-LT-NL T.REX-LT-NL NO LOGO EXIT DETECTOR 7 GRI 6644 EOL Resistor 22
***Software – Access Control ***
Qumulex QXP SINGLE QUMULEX PRO CLOUD RESOURCE (DOOR) LICENSE 7 ***Head-End***

***Field Devices – CCTV***
Axis 02416-001 AXIS P4707-PLVE OFFERS TWO CHANNELS WITH 5MP PER CHANNEL 2 Axis 02172-004 SINGLE PORT MIDSPAN FOR POWER OVER ETHERNET PLUS (POE+) IEEE 1 Axis 02366-001 SURVEILLANCE CARD 1TB 2
***Software***
Qumulex QXP SINGLE QUMULEX PRO CLOUD RESOURCE (CAMERA) LICENSE 2 Qumulex CS90-60 90 day cloud video storage subscription, billed every five years One per QXP License (one per lens for multisensor cams) 4

Johnson Controls, Inc. Page 3 of 4
Johnson Controls, Inc. 5770 Warland Dr. Suite A, Cypress CA 90630 License No. 22445
License Class: A, B, C4, C7, C10, C20, C38

Customer Responsibilities:

These are items that JCI is dependent upon to complete the project scope of work on time, however, these requirements and responsibilities are not provided by JCI. These requirements must be provided by the owner.

1. All AC power to be located in the basement as specified by JCI.

2. All required network hardware, cable, connections, and connectivity supporting these systems, for connection to the client network.

3. All software or hardware configuration for owner furnished equipment.

4. Electronic locking door hardware, including but not limited handles, transfer cables, hinges, and push bars.

5. Painting, patches, and any related finish repairs.

Inclusions:

The following items are included in this proposal unless specifically noted otherwise within this proposal document or scope of work statement:

1. All Equipment, and accessories required for fully functional systems.

2. Prevailing Wage, Non-Union labor associated with engineering, installation, programming, testing.

3. Documentation submittal package with the manufacturer’s product sheets and operation manuals.

4. Coordination and cooperation with the customer team regarding installing the system.

5. Pricing assumes normal working hours, Mon-Fri, 8am to 6pm. Excludes all off-hours work.

6. As built and redline drawings, along with project close out documents are included.

Exclusions:

The following items are excluded from this proposal unless specifically identified otherwise within this proposal documents or scope of work statement.

1. All high voltage power, including but not limited to wire panels, breakers, relays, boxes, receptacles.

2. All underground conduit, trenching, encasement and or backfill from buildings and or poles.

3. Note: All equipment availability will be provided at the date material is released to be ordered. Delivery dates are based on manufacturer availability and Johnson Controls, Inc. will not be responsible for any delays of any equipment at any time.

Johnson Controls, Inc. Page 4 of 4
Johnson Controls, Inc. 5770 Warland Dr. Suite A, Cypress CA 90630 License No. 22445
License Class: A, B, C4, C7, C10, C20, C38

TERMS AND CONDITIONS
By accepting this proposal, Purchaser agrees to be bound by the following terms and conditions:

SCOPE OF WORK. This proposal is based upon the use of straight time labor only. Plastering, patching and painting are excluded. “in-line” duct and piping devices, including, but not limited to, valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by Johnson shall be distributed and installed by others under Johnson’s supervision but at no additional cost to Johnson. Purchaser agrees to provide Johnson with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. Johnson agrees to keep the job site clean of debris arising out of its own operations. Purchaser shall not back charge Johnson for any costs or expenses without Johnson’s written consent.

Unless specifically noted in the statement of the scope of work or services undertaken by JCI under this agreement, JCI’s obl igations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal, or disposal of hazardous or dangerous materials, to include but not be limited to asbestos or PCBs, discovered in or on the premises. Any language or provision of the agreement elsewhere contained which may authorize or empower the purchaser to change, modify, or alter the scope of work or services to be performed by JCI shall not operate to compel JCI to perform any work relating to hazardous or dangerous materials without JCI’s express written consent.

INVOICING & PAYMENTS. Johnson may invoice Purchaser monthly for all materials delivered to the job site or to an off -site storage facility and for all work performed on-site and off-site. Ten percent (10%) of the contract price is for engineering, drafting and other mobilization costs incurred prior to installat ion. This 10% shall be included in Johnson’s initial invoice. Purchaser agrees to pay Johnson the amount invoiced upon receipt of the invoice. Waivers of lien will be furnished upon request, as the work progresses, to the extent payments are received. If Johnson’s invoice is not paid within 30 days of its issuance, it is delinquent.

MATERIALS. If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of Johnson, then in the case of such temporary unavailability, the time for performance of the work shall be extended to the extent thereof, and in the case of permanent unavailability, Johnson shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute thereof.

WARRANTY. Johnson warrants that the equipment manufactured by it shall be free from defects in material and workmanship arising from no rmal usage for a period of one (1) year from delivery of said equipment, or if installed by Johnson, for a period of one (1) year from installation. Johnson warrants that for equipment furnished and/or installed but not manufactured by Johnson, Johnson will extend the same warranty terms and conditions which Johnson from the manufacturer of said equipment. For equipment installed by Johnson, if Purchaser provides written notice to Johnson of any such defect within thirty (30) day s after the appearance or discovery of such defect, Johnson shall, at its option, repair or replace the defective equipment. For equipment not installed by Johnson, if Purchaser returns the defective equipment to Johnson within thirty (30) days after the appearance or discovery of such a defect, Johnson shall, at its option, repair or replace the defective equipment and return said equipment to the Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by Johnson shall be borne by Purchaser. These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCULDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

LIABILITY. Johnson shall not be liable for any special, indirect or consequential damages arising in any manner from the equipment or material furnished or the work performed pursuant to this agreement.

TAXES. The price of this proposal does not include duties, sales, use, excise, or other similar taxes, unless required by federal, state or local law. Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by Johnson or, alternatively, shall provide Johnson with acceptable tax exemption certificates. Johnson shall provide purchaser with any tax payment certificate upon request and after completion and acceptance of the work.

DELAYS. Johnson shall not be liable for any delay in the performance of the work resulting from or attributed to acts or circumstances beyond Johnson’s control, including, but not limited to, acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the Purchaser, Owner or other Contractors or delays caused by suppliers or subcontractors of Johnson.

COMPLIANCE WITH LAWS. Johnson shall comply with all applicable federal, state and local laws and regulations and shall obtain all temporary licenses and permits required for the prosecution of the work. Licenses and permits of a permanent nature shall be procured and paid for by the Purchaser.

DISPUTES. All disputes involving more than $15,000 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The prevailing party shall recover all legal costs and attorney’s fees incurred as a result. Nothing here shall limit any rights under construction lien laws.

INSURANCE. Insurance coverage in excess of Johnson’s standard limits will be furnished when requested and required. No credit will be given or premium paid by Johnson for insurance afforded by others.

INDEMNITY. The Parties hereto agree to indemnify each other from all liabilities, claims, expenses, losses or damages, including attorney’s fees, which may arise in connection with the execution of the work herein specified and which are caused, in whole or in part, by the negligent act or omission of the Indemnifying Party.

OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act relating in any way to the project or project site.

ENTIRE AGREEMENT. This proposal, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. No change or modification of any of the terms and conditions stated herein shall be binding upon Johnson unless accepted by Johnson in writing.

CUSTOMER APPROVAL:

Customer Name:

Signature (*)
Date:
* By signing this proposal, you agree to purchase the bill of material as described in this proposal document, pursuant to the attached standard terms and conditions and for the Total Price documented on the above line.

Please check the applicable box indicating Customer Purchase Order (PO) Requirements:

No PO Required Single PO Required for Initial Term Annual PO Required

Exhibit No. 3

CHI-010311377-01
Milwaukee, WI 53202
N
1 02/01/2023
[email protected]
Cyber LiabilityA
04/06/2023
1,000,000
RE: RFP 22-046 Access Control and Video Surveillance System.

Carson, CA 90745
City of Carson
CN101230596-All-Cyber-23-24
Each Occurrence
26387
02/01/2024
411 E. Wisconsin Avenue
MARSH USA LLC.

Suite 1300
(and see attached)
Johnson Controls International plc
Milwaukee, WI 53209
5757 North Green Bay Avenue
SPR0131628-06
701 E. Carson Street
Chad Mannella
(866) 966-4664
Steadfast Insurance Company

Company LLC; Ruskin Company; Ruskin Rooftop Systems, Inc.; Ruskin Service Company; Security Enhancement Systems LLC, Senelco Iberia, Inc.; Sensormatic Asia/Pacific, Inc.; Sensormatic Electronics LP; Tempered Networks Inc.; Tyco Fire & Security LLC; Tyco Fire Products LP; Tyco Integrated Security LLC; Tyco International Holding S.a.r.l.; Tyco International Management Company, LLC; Visonic Inc.; Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, Inc.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Capital LLC; Johnson Controls Transportation, Inc.; Federal Energy Infrastructure Solutions, LLC; Foghorn Systems Inc.; Grinnell Fire Protection Solutions LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.; IMECO LLC; Integrated Systems and NAMED INSURED:

Corporation; Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Digital Security Controls, Inc.; Eastern Sheet Metal, Inc.; Elpas, Inc.; Exacq Technologies, Inc.; FBN Air Distribution Technologies IP, LLC; Air System Components, Inc.; American Chiller Mechanical Service LLC.; ArkLaTex Mechanical Service; Carter Brothers, LLC; CEM Access Systems, Inc.; Central CPVC OTHER BROKER:
convenience.

The Cyber Liability insurance referenced herein were placed by Aon Risk Services Central, Inc., or one or more of its subsidiaries or affiliates. Marsh is evidencing this coverage on this certificate for your Digital Solutions LLC; Johnson Controls Engineering, LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Conditioning North America LLC; Johnson Controls US Holdings, LLC; Koch Filter Corporation; Master Protection LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems; Retail Expert, Inc.; Richmond Alarm (Puerto Rico) LLC; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT Corporation; Shurjoint America, Inc.; Silent-Aire USA Inc.; SimplexGrinnell WillFire HC, LLC; York International (SA), Inc.; York International Corporation MARSH USA LLC. (and see attached) Johnson Controls International plc Milwaukee, WI 53209
5757 North Green Bay Avenue
Systems, LLC; Johnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Controls-Hitachi Air 5,000,000
10/01/2023
MWZY 313947-22
CHI-010310936-01
X
1,000,000
MWXS 313944-22 (OH & WA)
X
10/01/2022
5757 North Green Bay Avenue
Chicago, IL 60661
N
10/01/2022
X
Contractual Liability
10/01/2022
A
3 10/01/2023
A
to Primary NH Auto
[email protected]
MWTB 313946-22 (Excludes New Hamp)
Builders Risk/ Install/ Contr.

A
20,000,000
5,000,000
1,000,000
X
X
04/06/2023
10/01/2022
See Attached
RE: RFP 22-046 Access Control and Video Surveillance System.

City and its officers, officials, employees, and agents, and volunteers are included as additional insured per the attached. See attached Acord 101 for additional information including Additional Insured, XCU Included
X
10/01/2023
10/01/2022
Carson, CA 90745
City of Carson
Primary/Non-contributory, Waiver of Subrogation and Notice of Cancellation provisions.

X
MWZX 313950-22 (Excess NH $2.25mm)
A
CN101230596-TycoE-GAWB-22-23
50,000
10/01/2023
2,500,000
10/01/2023
or Rental Eqp./ & See Attached
A
MWTB 313949-22 (Primary NH $250k)

INC IN GEN AGG
24147
5,000,000
1,000,000
MWC 313943-22 (AOS - see page 2)
540 West Madison Street
MARSH USA LLC.

Suite 1200
Attn: [email protected]
Johnson Controls, Inc.

Johnson Controls US Holdings, LLC
SimplexGrinnell LP (see attached Acord 101)
Tyco International Holding S.a.r.l.

Milwaukee, WI 53209
10/01/2022
701 E. Carson Street
A
Chad Mannella
10/01/2023
Excess NH Auto is Follow Form
(866) 966-4664
Old Republic Insurance Company

ADDITIONAL INSURED - AUTOMOBILE LIABILITY:

Air Distribution Technologies IP, LLC; Air System Components, Inc.; American Chiller Mechanical Service LLC.; ArkLaTex Mechanical Service; Carter Brothers, LLC; CEM Access Systems, Inc.; Central CPVC Transportation, Inc.; Federal Energy Infrastructure Solutions, LLC; Foghorn Systems Inc.; Grinnell Fire Protection Solutions LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.; IMECO LLC; Integrated Systems and For General Liability, if required by written contract, the following are included as additional insureds, as required pursuant to a written contract with a named insured, per attached Policy Endorsements A2 and The Liability Limit that applies is the amount indicated on the face of this Certificate of Liability Insurance, or the minimum Liability limit that is required by the written contract, whichever is less. If there is no Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, Inc.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Capital LLC; Johnson Controls LP; Tempered Networks Inc.; Tyco Fire & Security LLC; Tyco Fire Products LP; Tyco Integrated Security LLC; Tyco International Holding S.a.r.l.; Tyco International Management Company, LLC; Visonic Inc.; WAIVER OF SUBROGATION:

PRIMARY COVERAGE:
this applies to both ongoing and completed operations.

The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-insurance, where required by written lease or written contract. For General Liability, WORKERS COMPENSATION:

MA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WI, & WV.

Workers Compensation "AOS" Policy includes coverage for employees from the following States WHILE WORKING IN ANY STATE:AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, The General Liability Insurance includes insurance for ongoing operations and completed operations.

Digital Solutions LLC; Johnson Controls Engineering, LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government The General Liability, Automobile Liability, Workers’ Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder and any other person or organization, BUT ONLY to policy endorsements.

NAMED INSURED:

The Automobile Liability policy, if required by written contract, includes coverage for Additional Insureds as required by such written contract.

A2A: THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE, AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL ADDITIONAL INSURED - GENERAL LIABILITY:

Systems, LLC; Johnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Controls-Hitachi Air NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS:
contract then the Liability Limit is limited to $1,000,000.

ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCE
WillFire HC, LLC; York International (SA), Inc.; York International Corporation Company LLC; Ruskin Company; Ruskin Rooftop Systems, Inc.; Ruskin Service Company; Security Enhancement Systems LLC, Senelco Iberia, Inc.; Sensormatic Asia/Pacific, Inc.; Sensormatic Electronics MARSH USA LLC.

Conditioning North America LLC; Johnson Controls US Holdings, LLC; Koch Filter Corporation; Master Protection LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems; Retail Expert, Inc.; Richmond Alarm Johnson Controls, Inc. Johnson Controls US Holdings, LLC SimplexGrinnell LP (see attached Acord 101)
Tyco International Holding S.a.r.l.

Milwaukee, WI 53209
5757 North Green Bay Avenue
INSURED PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED.

Should any of the above described policies be cancelled, other than for non-payment, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the (Puerto Rico) LLC; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT Corporation; Shurjoint America, Inc.; Silent-Aire USA Inc.; SimplexGrinnell the extent required by written contract.

Exhibit No. 4

Exhibit No. 5

Exhibit No. 6

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 34. To: Honorable Mayor and City Council From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Subject: CONSIDER APPROVING AN INCREASE IN FUNDING FOR THE LOS ANGELES REGIONALINTEROPERABLE COMMUNICATIONS SYSTEM (LA-RICS) AUTHORITY CONTRACT (C-24-261) BUDGET(CITY COUNCIL) I. SUMMARY
LA-RICS is a single radio network system that serves as a consolidated platform where all ﬁrst and secondary responders can speak to one another on a single radio network frequency. This radio network was completed on October 01, 2015 and is currently in use by various police, ﬁre, Federal, State, and local government agencies throughout Los Angeles County. The operation and functionality capabilities of this network consists of 63 ﬁxed towers and 15 temporary sites that use Long-Term Evolution (LTE) technology. One relatable example of this technology is that of the one used by cell phone carrier companies in order to provide our personal mobile phones with access to the service networks that we subscribe to.

This system supports the city's Land Mobile Radio System (LMR System) which is currently made up of 246 individual two way communication handheld radios. These radios are distributed citywide to designated staff in all departments. This network system gives its participating subscribing agencies of all authority levels the ability to use their two way radios to communicate intra-agency and inter-agency across the the County in a seamless manner.

On October 01, 2024, City Manager, David C. Roberts Jr., authorized an agreement (Exhibit No. 1) between the City and the Los Angeles Regional Interoperable Communications System (LA-RICS) Authority. This agreement has allowed the City the capability to receive network access to the LA-RICS radio frequency platform. This agreement outlines a monthly subscription service rate of $20.00 for each of the 246 individual two way radio devices that make up the city's LMR system. The total monthly cost for all devices currently supported by this network is $4,920.00 which amounts to a total cost of $59,040.00 for the entire ﬁscal year. The agreement contains an automatic termination clause that allows for termination with 90 days’ notice.

Staff is now requesting City Council approve an increase to the contract budget for a not to exceed amount of $177,120.00 which will provide funding for an additional two years ($59,040.00/ﬁscal year) through ﬁscal year 2027/2028 in order to continue participating in this single communication system network to ensure the safety and protection of city staff and residents.

II. RECOMMENDATION
APPROVE an increase in funds in the amount of $118,080 to be used toward the LA-RICS contract.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate that is consistent with the requirement of law.

IV. BACKGROUND
When communication gaps exist in the safety networks between emergency responders and government agency resources, it is diﬃcult to coordinate and provide effective responses to incident and disaster events. In order to respond effectively to incidents which can include natural, man-made, and civil disturbances, a coordinated multi- agency effort is necessary. Therefore, the Los Angeles Regional Interoperable Communications System Authority (LA-RICS) created a consolidated communication platform which allows ﬁrst and secondary response agencies to better protect the people in the County of Los Angeles.

During the current 2024/2025 ﬁscal year, City Manager, David C. Roberts Jr. signed and executed a user agreement allowing the city to participate as a subscribing agency to the LA-RICS platform. This provides the city's 246 Land Mobile Radio System (LMR System) units two way access to the single communication network in the event that incident response by the city or aid to the city is needed. The agreement contains an automatic termination clause that allows for termination with 90 days’ notice, which means it is not necessary to obtain City Council approval of any contract amendment. The City's participation in (LA-RICS) has provided improved radio and broadband communication capabilities. This improvement has made it possible to communicate with Emergency Response, Law Enforcement, and surrounding government agencies of all levels in a quick and eﬃcient manner. Overall, this system has provided staff with the tools to more effectively protect the public, property, and environment. Staff is now requesting City Council approval for the increase to the contract budget by an amount of $118,080 for a total not to exceed amount of $177,120.00 ($59,040.00/ﬁscal year) through the 2027/2028 ﬁscal year.

V. FISCAL IMPACT
Funding for this service is budgeted under the Public Safety Department's Professional Services account number 101-55-593-138-6004 for Fiscal Year 2024/25; and will be included in subsequent Fiscal Years in the amount of $59,040 per year.

VI. EXHIBITS

1. LA-RICS User Agreement

Attachments

1. LA-RICS Agreement.pdf
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Exhibit No. 1

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CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 35. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: WAIVE FURTHER READING AND ADOPT RESOLUTION NO. 25-046, “A RESOLUTION OF THECITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE FISCAL YEAR 2024-25 BUDGET INTHE PROPOSITION C FUND TO ALLOCATE ADDITIONAL FUNDS FOR THE ANTICIPATED PURCHASES OFTWO SUPPORT VEHICLES AND TRAFFIC CONTROL UPGRADES” (CITY COUNCIL) I. SUMMARY
To beneﬁt public transit, Proposition A and C local return funds are allocated and distributed to jurisdictions on a per capita basis by the Los Angeles County Metropolitan Transportation Authority (LACMTA). Among the uses of the money collected from these statutes, the funds support the City's ﬁxed-route bus system. Proposition A and C ordinances require that jurisdictions expend funds three years from the last day of the ﬁscal year in which funds were originally allocated.

During the Covid-19 pandemic, the Carson Circuit was largely suspended from 2020 through 2022 in an effort to slow the spread of the virus. Budgeted funds to support the service during this period were partially utilized, and subsequently went unspent. LACMTA recently informed staff of the potential lapsing of approximately $396,407 in undesignated Proposition C funds, should it go unspent by June 30, 2025. To avoid such lapsing, staff is requesting the City Council's adoption of Resolution No. 25-046 (Exhibit No. 1), which would allocate funds for the anticipated purchases of two (2) support vehicles and traﬃc control upgrades at high-traﬃc intersections at a total cost of $420,000. The electric-powered vehicles would be used to transport staff between City facilities and to conduct bus stop inspections. Proposed traﬃc upgrades include updated signals along Avalon Blvd., between 216th St. and Sepulveda Blvd., as well as the purchase of Intelligent Transportation System Equipment on Carson St., between the 110 freeway and the 405.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 25-046, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING FISCAL YEAR 2024-25 BUDGET IN THE PROPOSITION C FUND TO ALLOCATE

ADDITIONAL FUNDS FOR THE ANTICIPATED PURCHASES OF TWO SUPPORT VEHICLES AND TRAFFIC CONTROL UPGRADES”
III. ALTERNATIVES
TAKE another action the City Council deems appropriate.

IV. BACKGROUND
The Los Angeles County Metropolitan Transportation Authority (LACMTA) allocates and distributes Proposition A and C local return funds to jurisdictions on a per capita basis. Proposition A and C ordinances require that funds be used exclusively to beneﬁt public transit. As an eligible jurisdiction, the City utilizes both funds to administer ﬁxed- route services, Dial-A-Ride services, and more. Ordinances also require that jurisdictions expend funds three years from the last day of the ﬁscal year in which funds were originally allocated.

In connection with the outbreak of COVID-19, the Disaster Council placed a temporary suspension over the City's local ﬁxed-route bus operations. The decision was made in an effort to protect the health of the public and to slow the potential spread of the virus. As a result, the City’s ﬁxed-route service was suspended for much of 2020 through 2022. Budgeted funds for service during this period were partially utilized and subsequently went unspent.

As the period between the last day of FY 2020-2021 (i.e., June 30, 2021) and the last day of FY 2023-24 (i.e., June 30, 2024) goes back three years, LACMTA recently informed City staff of the potential lapsing of approximately $396,407 in undesignated Proposition C funds, should it go unspent by June 30, 2025. In collaboration with Accounting and Public Works staff, the following opportunities have been determined for use of the funds should this item be approved as recommended:
$120,000 is anticipated to be used to purchase two (2) battery-electric support vehicles for Transportation staff’s travel between the Community Center and the Corporate Yard; meetings; and bus stop inspections.

Transportation will work with Public Works staff to secure procurement and delivery of both vehicles. $75,000 is anticipated to be used to upgrade traﬃc signal equipment along Avalon Blvd., between 126th St. to Sepulveda Blvd., as part of Avalon TSSP PW1688. New video and radar vehicle equipment will detect the presence of vehicles, thereby coordinating the timing of traﬃc signals between successive intersections and automatically adjusting traﬃc signals to facilitate the movement of vehicles through the intersections.

Avalon Blvd. is currently not coordinated through its entire length, which adversely affects bus timetable reliability.
$225,000 is anticipated to be utilized to purchase Intelligent Transportation Systems equipment along Carson St. between I-110 and I-405 as part of the Carson St. ITS PW1687. Once completed, this project is expected to improve congestion during peak traﬃc periods by incorporating an intelligent transportation system that can adapt to real-time traﬃc conditions, communication, and video. This section of Carson St. is used as an alternative route when the 110 Freeway or the 405 Freeway is congested, which adversely affects bus timetable reliability.

LACMTA has provided the City with approval to proceed with these expenditures so long as funds are expended no later than June 30, 2025. If this item is approved as recommended, then if and to the extent required by the Purchasing Ordinance, staff will return to Council for approval of the actual purchases at a later date that is appropriate and consistent with this timeline.

To avoid potential lapsing, the City Council is asked to adopt Resolution 25-046, amending the FY 2024-25 budget in the Proposition C fund to allocate additional funds in the total amount of $420,000 to fully support the three (3) endeavors.

V. FISCAL IMPACT
Should the City Council approve the recommendation, additional funds in the amounts of $120,000 and $300,000, for a total of $420,000, will be appropriated into the Fiscal Year 2024/25 Proposition C Account Nos. 219-90-940- 180-8003 and 219-80-820-904-8023, respectively. There is no General Fund impact related to the approval of this item.

VI. EXHIBITS

1. Resolution No. 25-046.

Attachments
Exhibit No. 1 - Resolution No. 25-046.pdf
RESOLUTION NO. 25-046

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE PROPOSITION C FUND TO

ALLOCATE ADDITIONAL FUNDS FOR THE ANTICIPATED PURCHASES OF TWO

SUPPORT VEHICLES AND TRAFFIC CONTROL UPGRADES
WHEREAS, the City Council adopted the Fiscal Year (FY) 2024-25 budget on June 18, 2024 for the General Fund and Special Revenue Funds of the City via Resolution No. 24-056; and

WHEREAS, the City receives Proposition A and C local return funds from Los Angeles County Metropolitan Transportation Authority (“LACMTA”) to benefit public transit; and

WHEREAS, Proposition A and C ordinances require that jurisdictions expend funds three years from the last day of the fiscal year in which funds were originally allocated; and

WHEREAS, the City’s fixed -route services were temporarily suspended due to the Coronavirus Disease 2019 ("COVID-19") and budgeted funds for service during this period were partially utilized and subsequently went unspent; and WHEREAS, LACMTA informed the City of the potential lapsing of approximately $396,407 in undesignated Proposition C funds should it go unspent by June 30, 2025; and

WHEREAS, to avoid potential lapsing, staff seeks to appropriate undesignated Proposition C funds by June 30, 2025 for anticipated purchases of: 1) two (2) support vehicles for Transportation Services; and 2) traffic control upgrades at high -traffic intersections; and

WHEREAS, the City Council has determined it is necessary to approve a budget amendment in the FY 2024 -25 Proposition C budget to increase the VehicleInv and CIP-Traffic Signal budgets to fund the anticipated purchases by June 30, 2025.

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

Section 1. The following budget amendment(s) will be made to the City’s FY 2024-25 budget.

Account Description Increase/(Decrease)
219-90-940-180-8003 VehicleInv $120,000
219-80-820-904-8023 CIP – Traffic Signal $300,000

Section 2. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY2024 -25 budget on file, and effective as of May 6, 2025 the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 6th day of May 2025.

APPROVED

Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor

ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-046 adopted by the City of Carson City Council at its meeting held on May 6, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dr. Khaleah K. Bradshaw, City Clerk
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 36. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Operations Subject: CONSIDER THE APPROVAL OF FOUR (4) JOHN DEERE GATORS AND TWO (2) S20SWEEPERS FOR THE DEPARTMENT OF COMMUNITY SERVICES/RECREATION/PARK MAINTENANCE (CITYCOUNCIL) I. SUMMARY
The Department of Community Services/Park Maintenance Division is requesting City Council approval to purchase four (4) new 2025 John Deere gators and two (2) S20 ride-along sweepers to support the Park Maintenance Division's operations. The gators will be used by staff to transport tools, materials, and personnel eﬃciently throughout park grounds. The sweepers will enhance staff's ability to maintain facility cleanliness, especially prior to special events, permitted events, and general park operations. The gators' expenditure will utilize Sourcewell Contract #031121-DAC, while the purchase of the ride-along sweepers will be made though Sourcewell Contract #082724-SCC. AB 2766 South Coast Air Quality Management District (AQMD) funds and TDA3 funding will be used to make these purchases.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the purchase of four (4) new John Deere Gators through a purchase agreement with Deere and Company, an authorized Sourcewell vendor, via Contract #031121-DAC for a total not-to-exceed cost of $80,314.56 (Exhibit 1).

2. APPROVE the purchase of two (2) new S20 sweepers through a purchase agreement with Staples Advantage, an authorized Sourcewell vendor, via Contract #082724-SCC for a total not-to-exceed cost of $130,559.64 (Exhibit 2).

3. APPROVE Resolution NO. 25-058 "A RESOLUTION OF THE CARSON CITY COUNCIL AMENDING THE FISCAL 2024-25 BUDGET IN THE SPECIAL REVENUE FUNDS" (Exhibit 4)

4. AUTHORIZE the Mayor to execute the agreements, following approval as to form by the City Attorney.

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

IV. BACKGROUND
The Department of Community Services/Park Maintenance Division is responsible for the care and upkeep of the exterior areas of the City’s recreational facilities and parks, as well as City Hall and the Carson Event Center. To provide the best, safest, and most eﬃcient level of service, staff needs the proper equipment to complete their assigned tasks. To this end, staff is requesting City Council approval to purchase four (4) John Deere Gators and two (2) S20 ride-along sweepers. The gators will serve as utility vehicles for transporting tools, materials, and personnel quickly and eﬃciently across park grounds. The S20 Sweepers will signiﬁcantly improve staff's ability to maintain cleanliness, especially for special events, permitted events, and general park operations.

The gators and sweepers are electric and release zero emissions, thereby improving air quality and aligning with the City's sustainability initiatives. Additionally, they operate more quietly than gas-powered models, reducing noise pollution and creating a better work environment for staff, and park experience for the public. With fewer moving parts, electric models require less maintenance, leading to lower long-term costs and increased reliability. By investing in electric equipment, the Division enhances its operational eﬃciency while demonstrating a commitment to environmental responsibility. In light of these beneﬁts, this purchase qualiﬁes for AB 2766 South Coast Air Quality Management District funding and TDA 3 funding.

Section 2611(g) of the City’s Municipal Code (“CMC”) allows the City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services through a cooperative purchasing program with any local, county, State, or Federal public entity or entities, even if the contracts and implementing agreements entered into by the participating entity or association under those cooperative purchasing programs were not entered into under a process that resulted in the contract being awarded to the lowest responsible and responsive bidder under CMC 2610(i). This is permitted if the selected bidder was chosen in compliance with the competitive bidding or proposal process requirements of any participating entity or association within three years of City’s approval of the City contract entered into with the selected bidder via cooperative purchasing. The City Council has decided that the beneﬁts to the City of utilizing cooperative purchasing outweigh any incremental higher price that may be paid by the City in certain instances as a result of not soliciting directly utilizing the lowest responsible and responsive bidder standard under CMC 2610(i).

These purchases will be made via Sourcewell Contract #031121-DAC & Contract #082724-SCC, respectively. Sourcewell is a cooperative purchasing agency established to allow participating municipal agencies to reduce the cost of procurement by leveraging the beneﬁts of contract purchasing. Through solicitations, Sourcewell contracts bring considerable value and eﬃciencies to members through nationally leveraged contracted suppliers with access to the highest quality products and brands. Each solicitation and RFP contain language which includes all qualiﬁed customers in all ﬁfty states. Sourcewell contract purchasing solutions are reviewed by the Sourcewell Board of Directors and awarded on the members' behalf. The City of Carson (ID# 38521) is a member of Sourcewell, and all purchases of the items stated in this report are proposed to be purchased through Sourcewell.

The City’s Purchasing Manager has determined that the competitive bidding or proposal process utilized by Sourcewell complies with the requirements of Section 2611(g) of the CMC and has, therefore, waived the formal bidding process for the procurement of the gators and sweepers (Exhibit 3).

Staff is requesting the City Council’s authorization to purchase four (4) new 2025 gators through a purchase agreement with Deere and Company at a total not-to-exceed cost of $80,314.56, and two (2) new S20 ride along sweepers through a purchase agreement with Staples Advantage for a total not-to-exceed cost of $130,559.64.

V. FISCAL IMPACT
This purchase will be made via funds appropriated from AB 2766 South Coast Air Quality Management District account and TDA3 account:

Two (2) Gators: $40,157.28, TDA3 FUND: 217-90-970-107-8003 Two (2) Gators: $40,157.28. AQMD: 225-90-820-276-8003
Two (2) Sweepers: $130,559.64, AQMD: 225-90-820-276-8003 VI. EXHIBITS

1. Exhibit No.1: Deere and Company – Purchase Agreement

2. Exhibit No.2: Staples Advantage – Purchase Agreement

3. Exhibit No.3: Purchasing Waivers

4. Exhibit No.4: Resolution 25-058

Attachments
(John Deere) Purchase Agreement - DRAFT(1060790.4).pdf
(Staples) Purchase Agreement - DRAFT(1060797.5).pdf
Purchasing waivers.pdf
RESOLUTION - 25-058.pdf
01007.0001/1060790.4

PURCHASE AGREEMENT

BY AND BETWEEN

THE CITY OF CARSON AND

DEERE & COMPANY

THIS PURCHASE AGREEMENT (“Agreement”) is executed this ______ day of __________________, 2025 (“Effective Date”), by and between the CITY OF CARSON, a California municipal corporation (“City”) , and DEERE & COMPANY DBA JOHN DEERE, a Delaware corporation (“Seller”). City and Seller may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the John Deere Gators and accessories described herein and specified in Exhibit “A” attached hereto and incorporated herein by this reference (“Goods”), for the total purchase price ("Purchase Price") set forth in Section 3.

2. Description of Goods. The Goods being sold by Seller to City consists of the four (4) John Deere Gator TE (Model Year 2025) vehicles and accessories including four (4) open market four post canopies, as described herein and as specified in Exhibit “A.”

3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods and their delivery is not to exceed Eighty Thousand Three Hundred Fourteen Dollars and Fifty -Six Cents ($80,314.56) , as provided in further detail in Exhibit “A.”

4. Term. The term of this Agreement shall expire after City’s acceptance of the Goods and City’s payment therefor following Seller’s submission of the requisite invoice, and subject to any applicable warranty of the Goods.

5. Representations and Warranties of Seller. Seller makes the following representations and warranties to City:

5.1. Authority and Consents. Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Seller's execution, delivery, and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

5.2. Title and Operating Condition. Seller has good and marketable title to the Goods. The Goods are free and clear of any restrictions on or conditions to transfer or assignment, and City will acquire absolute title to the Goods free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions and restrictions except for such as may be created or granted by City. The Goods are in conformity with the manufacturer’s specifications, descriptions, representations and warranties. Seller is aware that City is purchasing 01007.0001/1060790.4
the Goods for use in City’s operations and that City is relying on Seller's warranties that the Goods are fit for this purpose and the ordinary purposes for which the Goods are normally used.

6. Time of Delivery. The date and time of delivery of the Goods shall be no later than 6 months following issuance of a Notice to Proceed by City’s Contract Officer, or if elected by the City’s Contract Officer, as otherwise requested by the City, during City’s business hours which are Monday through Thursday 7:00 am to 3:30 pm. In the latter case, City will provide Seller with a scheduled delivery date for the site listed in Section 7.

7. Place of Delivery. The Goods shall be delivered to City of Carson - Receiving Warehouse, 18620 S. Broadway, Building B, Gardena, CA 90248, and offloaded there by Seller.

Seller may use the following Seller-contracted delivering dealer to complete this obligation: Stotz Equipment (“Delivering Dealer”).

8. Title and Risk of Loss; Payment and Invoicing. Title to and the risk of loss, damage and destruction of the Goods shall remain with the Seller until after inspection and acceptance of the Goods by City, and payment by City of the Purchase Price. Seller shall invoice City in the amount of the Purchase Price for purchase of the Goods, and City shall remit payment by no later than forty-five (45) days after City’s acceptance of the Goods. If directed by Seller in the invoice, the payment may be mailed or submitted initially to Delivering Dealer for subsequent transmittal to Seller, but in all cases the payment will be made out to and ultimately remitted to Seller.

9. Inspection. After delivery of the Goods, City shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objections, unless City intends to accept the Goods in whole, in whic h case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the City, nor any defects later discovered by the City, and specified to the Seller in writing.

10. No Replacements or Cures. This Agreement calls for strict compliance. Seller expressly agrees that both the Goods tendered and the tender itself will conform fully to the terms and conditions of the Agreement on the original tender. In the event of rejection by City of the whole of the Goods or any part thereof, City may, but is not required to, accept any substitute performance from Seller or engage in subsequent efforts to effect a cure of the original tender by Seller.

11. Insurance Coverages.

11.1 Types of Coverages. Seller 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) Commercial General Liability Insurance. 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 aggrega te limit is used, then the general aggregate limit shall be twice the occurrence limit.
01007.0001/1060790.4
(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 Seller against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Seller 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. A policy of comprehensive automobile liability insurance written on a per occurrence basis 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 other automobile.
(d) Subcontractors. Seller shall include all subcontractors and Delivering Dealer as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors and Delivering Dealer shall be subject to all of the requirements stated herein.
(e) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Seller 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 Seller.

11.2 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 Seller’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. 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, Seller shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer. No work or services under this Agreement shall commence until Seller has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisf actory 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 City’s Risk Manager or other designee of the City due to unique circumstances.

12. Indemnification. Seller agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees, agents and volunteers from and against any and all 01007.0001/1060790.4
claims, demands, losses, damages, costs and liability of any kind or nature (including reasonable attorney’s fees) which the City, its officers, officials, employees, agents or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property (i) arising out of or from the Goods or delivery of the Goods, and (ii) to the extent arising from (a) Seller’s or Delivering Dealer’s negligent acts, omissions or willful misconduct, (b) Seller's or Delivering Dealer’s ownership or possession of the Goods during any period ending on or prior to the Effective Date, (c) Seller’s replacement of the Goods or any part thereof pursuant to this Agreement, and (d) Seller's breach of any of its representations, warranties or covenants under this Agreement.

13. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity. Without limiting the generality of the foregoing, Seller agrees that if there is any defect in the Goods, as determined in City’s sole and absolute discretion, and upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the City. In the event of Seller’s failure to replace the Goods within ten (10) calendar days after being notified of such defects, City is hereby authorized to contract with another party for the purchase of replacement of Goods, and Seller shall reimburse City for all such costs immediately upon demand.

14. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement.

15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors and assigns. Al l Goods manufacturer’s warranties shall be assigned to and turned over to the City.

16. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the Parties.

17. Entire Agreement: Modification: Waiver. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether oral or written. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

18. Contract Officer. Modesto Bolanos, Park Maintenance Superintendent, or such person as may be designated by the City Manager is hereby designated as being the representative of the City authorized to act on its behalf with respect to this Agreement and to make all decisions in connection therewith (“Contract Officer”).

19. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service 01007.0001/1060790.4
if served personally on the Party to whom notice is to be given, or on the third day after mailing if mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Seller at: Deere & Company
2000 John Deere Run
Cary, NC 27513

To City at: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: City Manager
Any Party may change its address for purposes of this paragraph by giving the other Party written notice of the new address in the manner set forth above.

20. Warranty and 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. Seller 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. Seller 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. Seller 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.

Seller’s Authorized Initials _______

21. Effects of Headings. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect or be considered in the construction or interpretation of any of its provisions.

22. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed the same as original signatures.
01007.0001/1060790.4

23. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California.

24. Termination. City may terminate this Agreement for any reason whatsoever, prior to delivery of the Goods and City’s payment of the Purchase Price therefor as set forth herein.

25. Venue. All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Los Angeles County, California.
[SIGNATURES ON FOLLOWING PAGE]
01007.0001/1060790.4
IN WITNESS WHEREOF, the Parties to this Agreement have duly executed in on the day and year first above written.

CITY:

CITY OF CARSON, a California 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
[brj, mav]
SELLER:

DEERE & COMPANY DBA JOHN DEERE, a
Delaware corporation

Name:

Title:

Name:

Title:

Address: 2000 John Deere Run
Cary. NC 27513

Two corporate officer signatures required when Seller 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 Off icer or any Assistant Treasurer. SELLER’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 SELLER’S BUSINESS ENTITY.

01007.0001/1060790.4

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)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

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___________________________________

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___________________________________

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. 01007.0001/1060790.4

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

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: _____________________________________

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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
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SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/1060790.4

EXHIBIT A

DESCRIPTION OF GOODS AND PRICING
Equipment Summary

11 01007.0001/1060790.4

Selling Equipment

12 01007.0001/1060790.4

Pricing is per Sourcewell Grounds Maintenance Contract 031121-DAC (PG NB CG 70).

PURCHASE AGREEMENT

BY AND BETWEEN

THE CITY OF CARSON AND
STAPLES, INC.

THIS PURCHASE AGREEMENT (“Agreement”) is executed this ______ day of __________________, 2025 (“Effective Date”), by and between the CITY OF CARSON, a California municipal corporation (“City”), and STAPLES, INC., a Delaware corporation (“Seller”). City and Seller may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the Tennant S20 Sweeper described herein and specified in Exhibit “A” attached hereto and incorporated herein by this reference (“Goods”), for the total purchase price ("Purchase Price") set forth in Section 3.

2. Description of Goods. The Goods being sold by Seller to City consists of two (2) Tennant S20 Sweepers, as described herein and as specified in Exhibit “A.”

3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods and their delivery is not to exceed One Hundred Thirty Thousand Five Hundred Fifty-Nine Dollars and Sixty-Four Cents ($130,559.64) as provided in further detail in Exhibit “A.”

5. Representations and Warranties of Seller. Seller makes the following representations and warranties to City:

the Goods for use in City’s operations and that City is relying on Seller's warranties that the Goods are fit for this purpose and the ordinary purposes for which the Goods are normally used.

6. Time of Delivery. The date and time of delivery of the Goods shall be no later than 5 months following issuance of a Notice to Proceed by City’s Contract Officer, or if elected by the City’s Contract Officer, as otherwise requested by the City, during City’s business hours which are Monday through Thursday 7:00 am to 3:30 pm. In the latter case, City will provide Seller with a scheduled delivery date for the site listed in Section 7.

7. Place of Delivery. The Goods shall be delivered to City of Carson - Receiving Warehouse, 18620 S. Broadway, Building B, Gardena, CA 90248, and offloaded there by Seller.

9. Inspection. After delivery of the Goods, City shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objections, unless City intends to accept the Goods in whole, in which case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the City, nor any defects later discovered by the City, and specified to the Seller in writing.

11. Insurance Coverages.

claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Seller 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. A policy of comprehensive automobile liability insurance written on a per occurrence basis 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 other automobile.
(d) Subcontractors. Seller 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 be subject to all of the requirements stated herein.
(e) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Seller 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 Seller.

11.2 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 Seller’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. 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, Seller shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer. No work or services under this Agreement shall commence until Seller has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The 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 City’s Risk Manager or other designee of the City due to unique circumstances.

attorney’s fees) which the City, its officers, officials, employees, agents or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property (i) arising out of or from the Goods or delivery of the Goods, and (ii) to the extent arising from (a) Seller’s negligent acts, omissions or willful misconduct, (b) Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date, (c) Seller’s replacement of the Goods or any part thereof pursuant to this Agreement, and (d) Seller's breach of any of its representations, warranties or covenants under this Agreement.

13. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity. Without limiting the generality of the foregoing, Seller agrees that if there is any defect in the Goods, as determined in City’s reasonable discretion, and upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the City. In the event of Seller’s failure to replace the Goods within ten (10) calendar days after being notified of such defects, City is hereby authorized to contract with another party for the purchase of replacement of Goods, and Seller shall reimburse City for all such costs immediately upon demand.

15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors and assigns. All Goods manufacturer’s warranties shall be assigned to and turned over to the City.

mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Seller at: Staples, Inc.

Attn: Andrew Matz, Director Facility Solutions
500 Staples Drive
Framingham, MA 01702

20. Warranty and 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. Seller 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. Seller 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. Seller 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.

Seller’s Authorized Initials _______

24. Termination. City may terminate this Agreement for any reason whatsoever, prior to delivery of the Goods and City’s payment of the Purchase Price therefor as set forth herein.

IN WITNESS WHEREOF, the Parties to this Agreement have duly executed in on the day and year first above written.

CITY:

CITY OF CARSON, a California 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
[brj, mav, rl]
SELLER:

STAPLES, INC., a Delaware corporation

Name:

Title:

Name:

Title:

Address: 500 Staples Drive
Framingham, MA 01702

Two corporate officer signatures required when Seller 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. SELLER’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 SELLER’S BUSINESS ENTITY.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

EXHIBIT A

DESCRIPTION OF GOODS AND PRICING

Pricing is per Sourcewell Contract 082724-SCC.

City of Carson
Ne) Purchasing Division
~.\=) 701 E. Carson Street
i
Pw Carson, CA 90745 \ a,
Ome” (3.10) 952-1758
Purchasing Waiver
In compliance with Chapter 6 (Purchasing System) of Article IJ (Administration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):
(A) Formal Bidding (Section 2611)
CL1(B) Written Contract (Section 2605(1) (iii))
If (A) is selected above, please select the exception being exercised for this purchase:

L)(d) Emergency Purchasing (Section 2611(d))
L](e) Sole Source Purchasing (Section 2611 (e))
LI(f) Piggyback Purchasing (Section 2611(f))
XI(g) Cooperative Purchasing ((Section 2611(g))
Li(i) Other Purchase Exceptions (Section 2611(i)(1) through 2611(i)(18)) If (e) or (f) are selected above, please specify the contract number, awarding agency, and other contracting parties being exercised for this purchase:

Sourewell #082724-SCC between Sourcewell, Inc. and Staples, Inc. | Exp. 02/02/2029 Req # (if available):N/A
Vendor Name: STAPLES, INC.

Formal bidding and/or a written contract would normally be required because the purchase is for an amount $75,000 or more; here, the amount is $130,559.64.

Written justification or summary of purchase.

Tenant S20 Sweeper (Quote dated 02/18/2025). The sweepers will be used to help maintain the parks and keep them aesthetically pleasing.

Purchasing: Authorized Department Staff:

Josilla Togiola, Purchasing Manager Name/Title:
4/3/2025 Date:
*Attach all relative applicable documents including, but not limited to vendor quote, statement of sole source justification on vendor letterhead, relative contract agreements for piggybacking or cooperative purchasing exceptions, etc.
**4ttach a copy of the fully executed waiver to the corresponding requisition. 0224JT
| a City of Carson
a) Purchasing Division
fa a i 701 E. Carson Street
bog fy Carson, CA 90745
Qc” (310) 952-1758
Purchasing Waiver
In compliance with Chapter 6 (Purchasing System) of Article If (Administration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):
(A) Formal Bidding (Section 2611)
CO(B) Written Contract (Section 2605(1)(iii))
If (A) is selected above, please select the exception being exercised for this purchase:

L](d) Emergency Purchasing (Section 2611(d))
L](e) Sole Source Purchasing (Section 2611(e))
LI(f) Piggyback Purchasing (Section 2611(f))
XI(g) Cooperative Purchasing ((Section 2611(g))
L](i) Other Purchase Exceptions (Section 2611(i)(1) through 2611(i)(18)) If (e) or (f) are selected above, please specify the contract number, awarding agency, and other contracting parties being exercised for this purchase:

Sourcwell #031121-DAC between Sourcewell, Inc. and Deere & Company. | Exp. 04/30/2026
Req # (if available):N/A Vendor
Name: DEERE & COMPANY
Formal bidding and/or a written contract would normally be required because the purchase is for an amount $75,000 or more; here, the amount is 80,314.56 Written justification or summary of purchase.

John Deere Gator TE (MY 2025) - Open Market 4-post Canopy. Gators will be used to help maintain the parks and keep them aesthetically pleasing.

Purchasing: Authorized Department Staff:

Page 1 of 2 ends

RESOLUTION NO. 25-058

A RESOLUTION OF THE CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2024 -25

BUDGET IN THE SPECIAL REVENUE FUNDS

WHEREAS, The City Council adopted the Fiscal Year 2024 -25 budget on June 18, 2024, via Resolution No. 24-056; and

WHEREAS, The City Council has determined it necessary to amend the FY 2024 -25 and Special Revenue Funds budget to accept funds that will help maintain all parks and facilities; and

WHEREAS, The City received Transportation Development Act Article III grant funds to provide funding for the maintenance of bicycle and pedestrian projects as well as AQMD AB2766 grant funds for the acquisition of Electric, hybrid, and/or CNG vehicles/equipment.

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

SECTION 1. The following budget amendment will be made of the City’s FY 2024-25 budget:

Account Division/Objective Description Increase/(Decrease) 217-90-970-107-8003 TDA3 $40,157.28
225-90-820-276-8003 Air Quality Management District $170,716.92

SECTION 5. The City Clerk shall certify to the adoption of this resolution and deem it effective as of March 06, 2025, the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 6th day of May 2025.

APPROVED AS TO FORM: CITY OF CARSON:

Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor

ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

RESOLUTION NO. 25-058

Page 2 of 2 ends

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )

I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-058 adopted by the City of Carson City Council at its meeting held on May 6, 2025, by the following vote:

AYES: COUNCIL MEMBERS: Davis-Holmes, Hilton, Dear, Hicks, Rojas NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None

Dr. Khaleah K. Bradshaw, City Clerk
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 37. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Subject: CONSIDER APPROVING THE PURCHASE OF TWENTY-SIX (26) GRIZZLY ADJUSTABLEBASKETBALL COURT SYSTEMS THROUGH A PURCHASE AGREEMENT WITH BSN SPORTS, LLC, AND APUBLIC WORKS CONTRACT WITH BSN SPORTS, LLC TO REMOVE AND DISPOSE OF THE OLD SYSTEMSAND INSTALL THE NEW ADJUSTABLE GRIZZLY COURT SYSTEMS AT CARSON, CALAS, DOLPHIN,DOMINGUEZ, HEMINGWAY, VETERANS AND STEVENSON PARKS (CITY COUNCIL).

I. SUMMARY
The Department of Community Services/Recreation/Park Maintenance has determined that the outdoor basketball court systems located at Carson, Calas, Dolphin, Dominguez, Foisia, Hemingway, Stevenson, and Veterans Parks require immediate replacement. All are near or past their life cycle and need to be repaired, but spare parts are obsolete or hard to ﬁnd. Therefore, staff is requesting City Council approval for the purchase, via a Purchase Agreement, for twenty-six (26) new Grizzly Adjustable Basketball Court Systems from BSN Sports, LLC, an authorized dealer, utilizing the cooperative purchasing bidding exemption pursuant to Carson Municipal Code (CMC) 2611(g) and Omnia Partners cooperative purchasing agreement #R201101 for purposes of compliance with the bidding requirements of the Purchasing Ordinance (Chapter 6 of Article II of the CMC), for a total not to exceed amount of $133,864.49. Staff also recommends approval of a Public Works contract with the same vendor for the removal of the existing basketball court systems and the installation of the new Grizzly adjustable basketball court systems for a not-to-exceed Contract Sum of $74,995.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the Purchase Agreement with BSN Sports, LLC, an authorized dealer, for the purchase of twenty-six (26) Grizzly Adjustable Basketball Court Systems and additional accessories for a total not-to-exceed cost of $133,864.49 (Exhibit No. 1; "Purchase Agreement"), utilizing the cooperative purchasing bidding exemption pursuant to CMC 2611(g) and Omnia Partners cooperative purchasing agreement #R201101 for purposes of compliance with the bidding requirements of the purchasing ordinance.

2. APPROVE the proposed Public Works Agreement with BSN Sports, LLC, for the removal of the existing basketball court systems and the installation of the new Grizzly adjustable basketball systems for a total not- to-exceed Contract Sum of $74,995.00 (Exhibit No. 2; "Public Works Agreement").

3. AUTHORIZE Mayor to execute the Purchase Agreement and the Public Works Agreement, following approval as to form by the City Attorney.

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

IV. BACKGROUND
The City owns, operates, and maintains approximately sixteen (16) basketball courts, resulting in more than twenty (20) basketball court systems. With residents' regular use of the parks, and the City’s basketball courts speciﬁcally, there has been signiﬁcant wear and tear to these basketball court systems. This circumstance has negatively impacted the park's aesthetic appeal, and more importantly, the safety and performance of these systems.

Additionally, they are outdated and need of repair, but locating spare parts has proven challenging. Therefore, staff determined that to ensure that residents are provided with a safe and enjoyable experience at these recreation facilities, new basketball court systems are needed.

The proposed Grizzly Adjustable Basketball Court System, recently installed at Anderson Park, has been well- received by residents who appreciate both its functionality and appearance, providing a modern look that aligns with the city's goal of creating a welcoming and safe space. The system is durable and designed to withstand heavy usage, while also allowing for height adjustments that can accommodate players of various heights, ages, and skill levels.

Section 2611(g) of the Carson Municipal Code (“CMC”) allows the City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a cooperative purchasing program engaged in by any local, county, state, or federal public entity or entities. This policy applies even if the contracts and implementing agreements entered into by the participating entity or association under those cooperative purchasing programs were not entered into under a process that resulted in the contract being awarded to the lowest responsible and responsive bidder under CMC 2610(i). This action is permissible provided the bidder was selected in compliance with the competitive bidding or proposal process requirements of any participating entity or association within three years of City’s approval of the City contract entered into with the selected bidder via cooperative purchasing. The City Council has decided that the beneﬁts to the City of utilizing cooperative purchasing outweigh any incremental higher price that may be paid by the City in certain instances as a result of not soliciting directly utilizing the lowest responsible and responsive bidder standard under CMC 2610(i).

Omnia Partners is a cooperative purchasing agency established to allow participating municipal agencies to reduce the cost of procurement by leveraging the beneﬁts of contract purchasing. Through solicitations, Omnia contracts bring considerable value and eﬃciencies to members through nationally leveraged contracted suppliers with access to the highest quality products and brands. Each solicitation and Request for Proposal (RFP) contain language that includes all qualiﬁed customers in all ﬁfty (50) states. It should be noted that the recommended cooperative purchasing procurement includes only purchase and delivery of the equipment, which is exempt from competitive bidding under CMC 2611(g). The City’s Purchasing Manager has waived the formal bidding process for the purchase of the twenty-six (26) basketball court systems as permitted under Section 2611(g) of the CMC, and approved use of Omnia Partners cooperative purchasing agreement # R201101 for bidding compliance purposes (Exhibit No. 3; "Purchasing Waiver"). The pricing for the proposed purchase is the same pricing offered pursuant to Omnia Partners cooperative purchasing agreement #R201101. However, the contract between the City and the vendor, BSN Sports, LLC, for the City’s purchase of the basketball court systems would be the proposed Purchase Agreement.

The cooperative purchasing exemption is not available for public projects under CMC 2612. Installation of the basketball court systems is recommended to be accomplished via approval of the separate Public Works agreement with BSN Sports, LLC. The scope of work under the proposed Agreement includes, but is not limited to, the removal and disposal of the existing basketball court systems at Calas, Carson, Dolphin, Hemingway, Foisia, Veterans, Stevenson, and Dominguez Parks, as well as the installation of the new Grizzly adjustable court systems at these facilities. The work under the proposed Agreement constitutes a public project within the meaning of CMC Section 2612 and Public Contracts Code (PCC) Section 22032. Pursuant to PCC Section 22032, public projects of $75,000 or less may be performed by negotiated contract; there are no formal or informal bidding procedures applicable to public projects of $75,000 or less. The cost of this public project is $74,995.00. Accordingly, there are no applicable bidding procedures, and the City may proceed via negotiated contract with BSN Sports, LLC.

Staff is seeking the approval by the City Council to purchase the basketball systems for the parks, and approve the Public Works contract to remove the old equipment and install the new systems.

V. FISCAL IMPACT
There is no additional funding requested at this time. The total appropriation is available within the Community Services Department General Fund budget in Account Numbers:
101-90-950-680-6009: $50,373.00
101-90-950-680-6027: $80,000.00
101-90-950-260-6027: $13,220.00
101-90-950-355-6027: $9,390.00
101-90-950-258-6027: $20,000.00
101-90-950-256-6027: $16,678.00
101-90-950-252-6027: $19,339.00
VI. EXHIBITS

1. Purchase Agreement

2. Public Works Agreement

3. Purchasing Waiver

Attachments
(BSN Sports) Purchase Agreement(1051939.4).pdf
(BSN Sports) Public Works Agreement
BSN Purchasing Waiver 0421.pdf
01007.0001/1051939.2

PURCHASE AGREEMENT

BY AND BETWEEN

THE CITY OF CARSON AND

BSN SPORTS, LLC

THIS PURCHASE AGREEMENT (“Agreement”) is executed this day of , 2025 (“Effective Date”), by and between the CITY OF CARSON, a California municipal corporation (“City”), and BSN SPORTS, LLC, a Delaware limited liability company (“Seller”). City and Seller may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the Basketball Systems described herein and specified in Exhibit “A” attached hereto and incorporated herein by this reference (“Goods”), for the total purchase price ("Purchase Price") set forth in Section 3.

2. Description of Goods. The Goods being sold by Seller to City consists of 26 Grizzly Adjustable Basketball Systems and #715DAT Cables with Laminated Steel, as described herein and as specified in Exhibit “A.”

3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods and their delivery is not to exceed One Hundred Thirty -Three Thousand Eight Hundred Forty-Six Dollars and Forty-Nine Cents ($133,846.49), as provided in further detail in Exhibit “A”.

5. Representations and Warranties of Seller. Seller makes the following representations and warranties to City:

5.1. Authority and Consents. Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Seller's execution, delivery, and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

the Goods for use in City’s operations and that City is relying on Seller's warranties that the Goods are fit for this purpose and the ordinary purposes for which the Goods are normally used.

6. Time of Delivery. The date and time of delivery of the Goods shall be no later than 60 days following issuance of a Notice to Proceed by City’s Contract Officer, or if elected by the City’s Contract Officer, as otherwise requested by the City, during City’s business hours which are Monday through Thursday 7:00 am to 3:30 pm. In the latter case, City will provide Seller with a scheduled delivery date for the site listed in Section 7.

7. Place of Delivery. The Goods shall be shipped/delivered to City of Carson, Building B # Receiving Warehouse, 18620 S. Broadway, Gardena, CA 90248, and offloaded there by Seller.

11. Insurance Coverages.

11.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall list 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 Seller’s insurance. 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, Seller shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer.

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

willful misconduct, (b) Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date, (c) Seller’s replacement of the Goods or any part thereof pursuant to this Agreement, and (d) Seller's breach of any of its representations, warranties or covenants under this Agreement. This Section 12 shall not apply with respect to any claims, demands, losses, damages, costs or liability of any kind or nature to the extent caused by the sole negligence or willful misconduct of City, its officers, officials, employees, and/or agents.

13. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity.

Without limiting the generality of the foregoing, Seller agrees that if there is any defect in the Goods, upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the City. In the event of Seller’s failure to replace the Goods within thirty (30) calendar days after being notified of such defects, City is hereby authorized to contract with another party for the purchase of replacement of Goods, and Seller shall reimburse City for all such costs, to the extent reasonably incurred by City, within thirty (30) calendar da ys of City’s demand

15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective heirs, legal representatives, successors and assigns. All Goods manufacturer’s warranties shall be assigned to and turned over to the City.

17. Entire Agreement: Modification: Waiver. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether oral or written. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

18. Contract Officer. Freddy Loza, Public Works Superintendent, or such person as may be designated by the City Manager is hereby designated as being the representative of the City authorized to act on its behalf with respect to this Agreement and to make all decisions in connection therewith (“Contract Officer”).

19. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the Party to whom notice is to be given, or on the third day after mailing if mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

01007.0001/1051939.2

To Seller at: BSN Sports, LLC
Attn.: Hamilton Pollard
23848 Hawthorne Blvd., Suite 100
PO Box 841393
Dallas, TX 75284-1393

20. Warranty and 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 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. Seller warrants and r epresents 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. Seller 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. Seller 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.

Seller’s Authorized Initials

24. Termination. City may terminate this Agreement for any reason whatsoever, prior 01007.0001/1051939.2

to delivery of the Goods and City’s payment of the Purchase Price therefore as set forth herein.

IN WITNESS WHEREOF, the Parties to this Agreement have duly executed in on the day 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
[brj]

SELLER:

BSN Sports, LLC, a Delaware limited liability
company

Name:

Title:

Name:

Title:

If Seller is a limited liability company, any one of the following options will satisfy City’s signature requirements pursuant to the Corporations Code. Option A: 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. Option B: Signa tures required from two managers unless the LLC is managed by one manager per its articles of organization, in which case only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager-managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager- managed per its articles of organization.. SELLER’S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUI RED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SELLER’S BUSINESS ENTITY.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
01007.0001/1051939.2

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 instrumen t 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

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
01007.0001/1051939.2

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

EXHIBIT A

DESCRIPTION OF GOODS AND PRICING

Further details of the Goods are as shown in the specification below dated October 16, 2024 and provided with Seller’s Quote issued to the City on October 31, 2024.

However, assembly/installation of the Goods is not within the scope of this Agreement, nor is demolition/removal of any existing basketball systems. The terms and conditions set forth in said Quote, are hereby expressly excluded from this Agreement.

Pricing is per Omnia Partners Contract #R201101 Effective 10/01/2020 – 09/30/2023 with two renewal periods exercised through 09/30/2025.

Warranty: Manufacturer guarantees all aluminum component parts for five years against defective materials or workmanship.

01007.0001/1051939.4

PUBLIC WORKS AGREEMENT

BETWEEN THE CITY OF CARSON AND

BSN SPORTS, LLC
THIS PUBLIC WORKS AGREEMENT (<Agreement=) is made and entered into this day of , 2025, by and between the City of Carson, a California charter city (<City=) and BSN SPORTS, LLC, a Delaware limited liability company (<Contractor=). City and Contractor may be referred to, sometimes individually or collectively, as <Party= or <Parties.=

RECITALS
A. The City desires to retain Contractor, on an independent contractor basis, to perform services for public works, as more particularly described below.

B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. Pursuant to the City of Carson Municipal Code and California state law, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of the services and desire that the terms of that performance be as particularly defined and described herein.

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:

AGREEMENT
ARTICLE 1. CONTRACTOR SERVICES

1.1 Scope of Work.

The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the <Scope of Work= attached hereto as Exhibit A and incorporated herein by this reference. Except as otherwise provided in Exhibit A, the Scope of Work shall include the Contractor9s Quote dated December 30, 2024 (<Proposal=) and other Bid Documents for the project entitled Basketball Court Systems Installation (<Project=). All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations. As used herein, <Bid Documents= refers to all of the documents included in the solicitation of bids for the Project, including but not limited to, the Proposal, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein. The Bid Documents are incorporated into this Agreement and made part hereof, except as otherwise 01007.0006/105 1934.2 ]
provided in Exhibit A. In the event of any conflict between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern.

1.2. Incorporation of Greenbook.

The provisions of the 2021 Edition of the Standard Specifications for Public Works Construction, as updated by errata, (<Greenbook=) are incorporated herein, except as explicitly modified by the Bid Documents. In the event of any conflict between the provisions of the Greenbook and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Labor and Wage Laws.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a <public work= as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (<DIR=) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Registration with DIR. Pursuant to Labor Code section 1771.1, Contractor 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. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis-Bacon Act (40 U.S.C. § 3141 et seg.), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
(e) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified 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. 01007.0006/105 1934.2
(f) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seg. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day9s work. Contractor shall comply with and be bound by Labor Code Section 1810.
(h) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1/4) times the basic rate of pay.
(i) Workers9 Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
<I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers9 compensation or to undertake self-insurance in accordance with the provisions of that code, and | will comply with such provisions before commencing the performance of the work of this contract.=
(j) Contractor9s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor9s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor9s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.
01007.0006/105 1934.2

1.4 Compliance with Project Labor Agreement
If and to the extent that the work to be performed under this Agreement is within the scope of the City9s Project Labor Agreement, which was fully executed as of March 4, 2020, by and between the City and the Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions (the <Project Labor Agreement=), City and Contractor acknowledge and agree that Contractor is required to comply with the provisions of the Project Labor Agreement, and that in the event of a conflict between the provisions of this Agreement and the Project Labor Agreement, the Project Labor Agreement shall supersede and take precedence over the conflicting provision(s) of this Agreement.

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor9s 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.
16 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.

1.7. __ Discovery of Unknown Conditions.
(a) Pursuant to Public Contract Code section 7104, Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, Il, or III disposal site in accordance with existing law; (ii) subsurface or latent physical conditions at the site, materially different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids on the project; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor9s cost of, or the time required for, performance of any part of the work, shall issue a change order in accordance with this Agreement.
01007.0006/105 1934.2
(c) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor9s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

1.8 Unidentified Utilities.

To the extent required by Government Code section 4215, City will compensate Contractor for the cost of locating, repairing damage not due to the failure of Contractor to exercise reasonable care, and removing or relocating utility facilities not identified by City in the Bid Documents with reasonable accuracy, and for equipment on the project necessarily idled during such work. Nothing herein shall be deemed to require City to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the project site can be inferred from the presence of other visible facilities, such as buildings, meters, and junction boxes, on or adjacent to the site of the construction; provided, however, nothing herein shall relieve City from identifying main or trunklines in the plans and specifications. If Contractor, while performing the work, discovers utility facilities not identified by City in the plans or specifications, Contractor shall immediately notify City and the utility in writing. This Agreement is subject to Government Code sections 4126 through 4216.9. Contractor must notify utilities and obtain an identification number before excavation or be subject to liability for damages to subsurface installations.

1.9 Trench Excavation.

Pursuant to Labor Code section 6705, if this Agreement is for more than $25,000 and requires the excavation of any trench or trenches five feet or more in depth, Contractor shall submit, in advance of such excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. The plan shall be reviewed and accepted by the City, or a registered civil or structural engineer employed by the City to whom authority has been delegated, prior to the excavation. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. This section shall not be deemed to allow the use of a shoring, sloping, or protective system less effective than that required by the Construction Safety Orders. This subsection shall not be construed to impose tort liability on the City or any of its employees. Full compensation for sheeting, shoring, bracing, sloping, and all other provisions required for worker protection shall be considered as included in the contract price shown in the appropriate Bid Item, and no additional compensation will be allowed therefor.

1.10 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City9s own 01007.0006/105 1934.2
negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City9s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.141 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor9s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor9s sole expense.

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

1.12 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the City9s Director of Public Works or City Engineer, or either of their designees, to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (1i) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (8Change Order=). All Change 01007.0006/105 1934.2
Orders must be signed by the Contractor and City9s City Manager or designee prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or any increase in the time to perform of up to one hundred eighty (180) days and which are not detrimental to the Work or to the interest of the City, may be approved by the City9s Director of Public Works or City Engineer, or either of their designees. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Contractor9s Bid. If the rates in the Contractor9s Bid do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and City9s City Manager or designee. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: The cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: The cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City9s sole and absolute discretion, waive the Contractor9s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.13. CARB Compliance.

For a project involving the use of in-use off-road diesel-fueled vehicles, as defined by 13 CCR 2449, Contractor shall obtain copies of the valid Certificates of Reported Compliance, as 01007.0006/1051934.2
described in 13 CCR 2449(n), for the fleet performing services pursuant to this contract and all listed subcontractors, if applicable, prior to commencing any work pursuant to this Contract or any renewed contract with that fleet. Contractor shall indemnify, defend and hold harmless the District, its officers, agents, employees and directors from any liability imposed arising from Contractor9s violation of any regulation set forth in 13 CCR 2449.

1.14 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Exhibit A attached hereto and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor9s expenses, of an amount not to exceed Seventy-Four Thousand Nine Hundred Ninety-Five Dollars ($74,995.00) (<Contract Sum=) for completion of the work. The Contract Sum shall constitute full compensation for furnishing all materials and for doing all the work contemplated and embraced in this Agreement; and also for all loss or damage arising out of the nature of the work, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof, in the manner and according to the plans and specifications, and the requirements of the Bid Documents and this Agreement. The Contract Sum shall be made in the form of progress payments subject to retention pursuant to Section 2.4.

2.2 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed during the preceding month using the form attached hereto as Exhibit E and incorporated herein by this reference. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement.

All invoices shall include a copy of Contractor9s Certified Payroll and proof that Certified Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors providing services under this Agreement, as applicable, with Contractor9s first invoice. If these rates change at any time during the term of the Agreement, Contractor shall submit a new list of rates to the City with its first invoice following the effective date of the rate change. 01007.0006/105 1934.2

2.3. Payment.
(a) Payments Made by City. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will cause Contractor to be paid any progress payment within thirty (30) days of receipt of Contractor9s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid any progress payment within thirty (30) days of receipt of an undisputed and properly submitted invoice and provided the Project is for construction, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
(b) Payments Made by Contractor to Subcontractors. Contractor shall remit payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar days if payments are owed by Contractor to any subcontractor other than a small business enterprise.

2.4 Retention.

Pursuant to Section 9203 of the Public Contract Code, City will deduct a five percent (5%) retention from all progress payments, which shall be released to Contractor no later than sixty (60) days from completion of the work in accordance with Section 7107 of the Public Contract Code.

In the event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed one hundred fifty percent (150%) of the disputed amount.

2.5 Waiver.

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

2.6 Substitution of Securities.
(a) In conformance with the State of California Public Contract Code, Part 5, Section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.
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(b) At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor9s direct deposit of securities as a substitute for retention earnings required to be withheld by the City. Upon Contractor9s completion of its obligations hereunder, as evidenced by the City9s acceptance of the work pursuant to Section 3.3 hereof, the escrow agent shall return the securities to Contractor. The escrow agent shall notify the City within ten (10) days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention. Securities shall be held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Except as otherwise provided in Exhibit A, Contractor shall complete the Project within one hundred eighty (180) calendar days after receiving a <Notice to Proceed= from the City in accordance with any schedule contained in or required to be provided by the Proposal or Bid Documents, and any revisions thereof approved by the City in writing. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. The term of this Agreement shall expire one (1) year following City9s acceptance of the Project.

3.2. Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Thousand Dollars ($1,000.00) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold any accrued liquidated damages from any monies payable on account of services performed by the Contractor. To the extent required by Government Code section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the work when such delay was caused by the failure of the City or owner of the utility to provide for removal or relocation of utility facilities.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, ifthe Contractor shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager 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 Project Manager such delay is justified. The Project Manager9s determination -10-
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shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor9s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

Acceptance of the Project shall only be by action of the City Council. Neither the acceptance nor any prior inspections or failure to inspect shall constitute a waiver by City of any defects in the work. From and after acceptance, the Project shall be owned and operated by City.

As a condition to acceptance, Contractor shall certify to City in writing that all of the work has been performed in strict conformity with the Agreement and that all costs have been paid or supplied to City for security required herein, satisfactory to City, guaranteeing such performance.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

Hamilton Pollard Project Manager
(Name) (Title)
(Name) (Title)
(Name) (Title)
The Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor9s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor9s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4,2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in -11-
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writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor9s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor9s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City9s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3. Project Manager.

The Project Manager shall be Freddy Loza, Public Works Superintendent, or any other person as may be designated by the City9s Director of Public Works or City Engineer. It shall be the Contractor9s responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager. The Project Manager shall have authority, if specified in writing by the City9s Director of Public Works or City Engineer , to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor9s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor9s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
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ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor9s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form ISO CGL CG 00 01 or equivalent, in an amount not less than $5,000,000 per occurrence, $10,000,000 general ageregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard [SO <insured contract= language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form ISO CA 00 01, including <any auto= and endorsement CA 0025 or equivalent, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $2,000,000 combined single limit for each accident. (c) Workers9 compensation insurance. Contractor shall maintain Workers9 Compensation Insurance (Statutory Limits) and Employer9s Liability Insurance (with limits of at least $1,000,000).
(d) Builder9s Risk Insurance. Contractor shall maintain Builder9s Risk (Course of Construction) insurance utilizing an <All Risk= (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions. The policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the project; (4) ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) ocean marine cargo coverage insuring any project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the project site or any staging area.

If the Project does not involve new or major reconstruction, then at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.
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(e) Pollution Liability Insurance. Contractor shall maintain Environmental Impairment Liability insurance, written on a Contractor9s Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and $2,000,000 in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as <covered operations.= The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the policy must include work performed <by or on behalf= of the insured. Policy shall contain no language that would invalidate or remove the insurer9s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

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

5.2 General Insurance Requirements.
(a) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (b) Proof of Insurance. Contractor shall provide certificates of insurance and endorsements to City as evidence of the insurance coverages required herein, along with a waiver of subrogation endorsement for workers9 compensation. Insurance certificates and endorsements must be approved by City9s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(c) Duration of Coverage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (d) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City9s own insurance or self-insurance shall be called upon to protect it as a named insured.
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(e) City9s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of Contract Provisions __ (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional Insured Status. General and auto liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor9s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer9s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. -15-
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(m) Pass Through Clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency9s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor9s compensation.
(0) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor9s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers (each, an <Indemnitee=) from and against all liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of the City. Should conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or should City otherwise find Contractor9s legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable legal counsels fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of the Contractor9s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will . Survive termination of this Agreement.
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Contractor obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City9s active negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.

5.4 = Notification of Third-Party Claims.

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

5.5 Performance and Payment Bonds.

Concurrently with execution of this Agreement, Contractor shall deliver to the City all of the following bonds if the Contract Sum should exceed $25,000:
(a) A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section

2.1. (b) A payment bond, securing the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section 2.1.

All bonds shall be on the applicable forms provided in Exhibit <C= and Exhibit <D= attached hereto and made part hereof. The bonds shall each contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement until released pursuant to Section 5.7 hereof.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated <A-= or better in the most recent edition of Best9s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bonds may be changed accordingly upon receipt of written notice from the City9s Risk Manager.

5.7 Release of Securities.
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City shall release the performance bond and payment bond when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Project has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the payment bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the <books and records=), as shall be necessary to perform the services required by this Agreement and enable the Project Manager 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 Project Manager shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

In the event of dissolution of Contractor9s business, custody of the books and records may be given to City, and access shall be provided by Contractor9s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein, Contractor shall promptly notify the Project Manager of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto. -|8-
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6.3. Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the <documents and materials=) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Project Manager or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City9s sole risk and without liability to Contractor, and Contractor9s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as <works made for hire= as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed <works made for hire= for the City.

6.4 Confidentiality and Release of Information.
(a) Information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered <voluntary= provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys9 fees, caused by or incurred as a result of Contractor9s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by -19-
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Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT; DEFAULT, SUSPENSION AND

TERMINATION
741 California Law.

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

7.2 Default of Contractor.

Contractor9s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to Contractor. If the Project Manager determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, the Project Manager shall cause to be served upon Contractor a written notice of the default. Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

7.3 Suspension and Termination.
(a) The City may at any time, for any reason, with or without cause, suspend this Agreement, or any portion hereof, by serving upon Contractor at least ten (10) days prior written notice. Upon receipt of said notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends a portion of this Agreement such suspension shall not make void or invalidate the remainder of this Agreement. (b) This Agreement may be terminated by either party for cause. The City may terminate this Agreement without cause upon thirty (30) days9 written notice of termination. Upon termination, Contractor shall be entitled to compensation for completion of any portion of the Project accepted by City up to the effective date of termination unless any portion of the Project is accepted by City after termination in which event Contractor shall be paid for such completed portion.
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01007.0006/1051934.2

7.4 Dispute Resolution Process.

Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial-supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 ef seg. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

For purposes of these procedures, <claim= means a separate demand by the Contractor, after the City has denied Contractor9s timely and duly made request for payment for extra work and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Agreement and payment of which is not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the City.

The following requirements apply to all claims to which this section applies:
(a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede notice requirements otherwise provided in the Agreement for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. (b) Supporting Documentation. The Contractor shall submit all claims in the following format:
(i) Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
(ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other. (iii) | Chronology of events and correspondence related to the claim. (iv) Statement of grounds for the claim.
(v) Analysis of the claim9s cost, if any.
(vi) Analysis of the claim9s time/schedule impact, if any. (c) City9s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement. -21-
01007.0006/1051934.2
(i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (ii) | Within 30 days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. (iii) |The City9s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d) Meetand Confer. If the Contractor disputes the City9s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City9s response or within 15 days of the City9s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (e) Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time. (i) If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. -22.
01007.0006/1051934.2
(iii) | Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City9s Responses. The City9s failure to respond to a claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City9s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City9s failure to respond shall not waive City9s rights to any subsequent procedures for the resolution of disputed claims.
(g) Government Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code Section 900 ef seg. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation.

A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted. For purposes of Government Code Section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims. (h) Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the procedures in this Section.

The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court or by stipulation of both parties.

If the parties fail to select a mediator within the 15-day period, either party may petition the court to appoint the mediator.
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(ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.
(iii) | Upon stipulation of the parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division. (iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo.
75 Waiver.

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

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

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

7.6 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.

7.7 Unfair Business Practices Claims.

Pursuant to Public Contract Code section 7103.5, in entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the Parties. -24-
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ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor9s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Project Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

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

8.3. Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seg., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys9 fees, incurred by City. ~25-
01007.0006/105 1934.2
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either party, the contract shall forthwith be physically amended to make such insertion or correction.

9.2 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 Project Manager (with her/his name and City title), City of Carson, 701 E Carson Street, Carson, California 90745 and in the case of the Contractor, 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.

9.3. 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.

9.4 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. All signatures on bonds must be originals.

9.5 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
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01007.0006/1051934.2

9.6 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.

9.7 Warranty & Representation of Non-Collusion.

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

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

Contractor9s Authorized Initials

9.8 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (1i) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
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01007.0006/105 1934.2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY: CONTRACTOR:

CITY OF CARSON, a California charter city BSN Sports, LLC, a Delaware limited liability company
: : *By: David C. Robert, Jr., City Manager Name:

ATTEST: Title:
*By:

Name:

Dr. Khaleah K. Bradshaw, City Clerk Title:

APPROVED AS TO FORM: Address: P.O. Box 841393
ALESHIRE & WYNDER, LLP Dallas, TX 75284-1393
Sunny K. Soltani, City Attorney
[brj;pks]
*If Contractor is a limited liability company, any one of the following options will satisfy City9s signature requirements pursuant to the Corporations Code. Option A: 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. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which case only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager-managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager- managed per its articles of organization. CONTRACTOR9S 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 CONTRACTOR9S BUSINESS ENTITY.
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01007.0006/1051934.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.

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 OR TYPE OF DOCUMENT

TITLE(S)
C] PARTNER(S) [] LIMITED

CJ GENERAL NUMBER OF PAGES
C] ATTORNEY-IN-FACT

O TRUSTEE(S)
Cl GUARDIAN/CONSERVATOR

CI OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY (IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01007.0006/105 1934.2

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 OR TYPE OF DOCUMENT

TITLE(S)
O PARTNER(S) [_] LIMITED
al GENERAL NUMBER OF PAGES
C] ATTORNEY-IN-FACT
C] TRUSTEE(S)
C] GUARDIAN/CONSERVATOR

CJ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01007.0006/105 1934.2

EXHIBIT A

SCOPE OF WORK
item Description ory Una Price Total
Labor to install with Prevailing Wage 1 EA $ 74,995.00 $ 74,995.00 Subtotal: $74,995.00
Other $0.00
Labor and Material to remove 36 existing basketball posts, rims, and Freight: $0.00 backboards. Asserble and install 26 adjustable Grizzly Sales Tax: $0.00 Basketball systems. Pole Pad included. Height adjusts from 7.5° to Order Total: $74,995.00 40'.6"x6"square powder coated posts. 42°x72" backboard wekled to Payment/Credit Applied: $0.00 frame. Order Total: $74,995.00
Labor Requires Prevailing Wage
Oemo and removal includes cutting the post, removal of the footing, removal and disposal of debris.

INSTALL Install - Site Work-
* Demofremove the following Basketball hoops from the following sites: All posts to be cut at gtade and patched with conctrafe.
» Carson: (4)
« Dolphire (2)
+ Hemingway: (4)
* Foisia: (4)
« Calas: (4)
* Veterans: (6)
*« Stevensare (6)
» Dominguez: (6)
« Remove and dispose spoils.

INSTALL Install- Playground Equioment-
* installation only of the following naw Grizzly Basketball Systems al the following sites:
* Carson: (23
» Delphine (2)
» Hemingway: (2)
»* Foisia: (4)
« Calas: (2)
+ Veterans: (4)
« Stevensorr: (4)
» Dominguez: (6}
* Demo old footing for new footing.
* Footings excavation, and concrete.
* Equipment assembly.
+ Removal of socils.

The sites listed above are City park sites (e.g., Carson Park, Dolphin Park, Hemingway Park, etc.) Further details of the new grizzly basketball systems to be installed by Contractor are as shown in the specification sheet for the Grizzly adjustable basketball court systems provided by Contractor dated October 16, 2024. However, notwithstanding any provision of the Proposal, purchase and shipping/delivery of the new basketball systems/equipment is not within the scope of this Agreement. Notwithstanding any provision of this Agreement to the contrary, this Agreement is strictly for labor, as described above. The terms and conditions set forth in the Proposal, aside from those relating to the demolition/removal and assembly/installation scope of work and pricing, are hereby expressly excluded from this Agreement.
01007.0006/1051934.2 A-l

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
If the Parties wish to revise provisions in the Agreement above (from page | through the signature page), then the revisions shall be presented in this Exhibit B, with deletions shown in strikethrough and additions shown in bold and italics.

1. Subsection (a) (General Liability Insurance) of Section 5.1 (Insurance Coverages) is hereby amended as follows:
<(a) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form ISO CGL CG 00 01 or equivalent, in an amount not less than $1,000,000 $5,090,000 per occurrence, $2,000,000 $40,900.000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO <insured contract= language will not be accepted.=
I. Subsection (b) (Automobile Liability Insurance) of Section 5.1 (Insurance Coverages) is hereby amended as follows:
<(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form ISO CA 00 01, including <any auto= and endorsement CA 0025 or equivalent, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 $2,800,000 combined single limit for each accident.= HII. Subsection (d) (Builder9s Risk Insurance) of Section 5.1 (Insurance Coverages) is hereby deleted.

IV. Subsection (e) (Pollution Liability Insurance) of Section 5.1 (Insurance Coverages) is hereby deleted.

V. Section 1.11 (Warranty) is hereby amended as follows:
<Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non- conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged directly as a result VI.

Vil.
of Contractor in4the-course4of repairing or replacing defective work. For any work so corrected, Contractor9s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor9s sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.= Section 2.1 (Contract Sum) is hereby amended as follows:
<Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Exhibit A attached hereto and incorporated herein by this reference.

Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor9s expenses, of an amount not to exceed Seventy-Four Thousand Nine Hundred Ninety-Five Dollars ($74,995.00) (8Contract Sum=) for completion of the work. The Contract Sum shall constitute full compensation for furnishing all materials and for doing all the work contemplated and embraced in this Agreement; and, except to the extent caused by the City, also for all loss or damage arising out of the nature of the work, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof, in the manner and according to the plans and specifications, and the requirements of the Bid Documents and this Agreement. The Contract Sum shall be made in the form of progress payments subject to retention pursuant to Section 2.4.=
Section 3.1 (Schedule of Performance) is hereby amended as follows:
<Except as otherwise provided in Exhibit A, Contractor shall complete the Project within one hundred eighty (180) calendar days after receiving a <Notice to Proceed= from the City in accordance with any schedule contained in or required to be provided by the Proposal or Bid Documents, and any revisions thereof approved by the City in writing. Time is of the essence.

If the work is not completed within said time period, then unless the same is due to the sole fault of the City, liquidated damages shall apply. The term of this Agreement shall expire one Vill.
(1) year following City9s acceptance of the Project.=
Section 5.3 (Indemnification) is hereby amended as follows:
<Contractor shall indemnify, defend with-legal-counsel-appreved-by4CHy, and hold harmless City, its officers, officials, employees and volunteers (each, an <Indemnitee99) from and against all liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which i is caused by the © sole oF active negligence or willful misconduct of the e City. Should limiting th the generality of the > foregoing, the Contractor shall promptly pay any 9 final judgment rendered against the City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of the Contractor9s negligent, reckless or wrongful performance, to the extent thereof. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

Contractor obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active or passive negligence of City, provided such active or passive negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively or passively negligent and where City9s active or passive negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active or passive negligence of City.=

EXHIBIT C

PERFORMANCE BOND
We, BSN Sports, LLC as Principal, and , as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (<City=) for payment of the penal sum of exceed Seventy-Four Thousand Nine Hundred Ninety-Five Dollars ($74,995.00). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall in all things stand to and abide by, and well and truly keep and perform all of the covenants, conditions, and provisions in said agreement, and any alteration thereof made as therein provided, on Principal's part to be kept and performed at the time and in the manner therein specified, and shall indemnify and save harmless the City, City9s engineer, and their consultants, and each of their officials, directors, officers, employees and agents, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Surety agrees that should it fail to take over and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement, Surety will promptly on demand deposit with City such amount as City may reasonably estimate as the cost of completing all of Principal's obligations. Surety's obligation for payment herein shall exist, notwithstanding any controversy between Principal and City regarding Principal's failure under the agreement, and payment by Surety should be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligations herein and shall be deemed proper payment as between Principal and Surety.

Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder or the plans and specifications, or any matters unknown to Surety which may affect Surety's risk shall in any wise affect its obligation on this bond, and it does thereby waive notice thereof.

Principal and Surety agree that if the City is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay City's reasonable attorneys9 fees incurred, with or without suit, in addition to the above sum. 01007.0006/105 1934.2
Executed this day of ;
Seal of Corporation
Authorized Representative of Principal
Title:
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one) Surety's agent for service
of process in California: ()
{name of surety company |
Name Street Number
Street Number City and State
City and State Telephone Number
Telephone Number
By:

Attorney in Fact or other
Representative
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.

Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury Department), and otherwise meet the requirements of the agreement.
01007.0006/105 1934.2

EXHIBIT D

PAYMENT BOND
We, BSN Sports, LLC as Principal, and , as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (<City=) and those for whose benefit this bond insures in the sum of exceed Seventy-Four Thousand Nine Hundred Ninety-Five Dollars ($74,995.00). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement.

Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to pay any of the persons named in Section 9000 ef seq. of the California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the same in an amount not exceeding the sum specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court.

Surety agrees that it shall pay the amounts due the persons above named and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement.

If Surety fails to perform within the times specified in the agreement, Surety shall promptly on demand deposit with City such amount as City may reasonably estimate as the cost of completing all of Principal's obligations. Surety's obligation for payment herein shall extend, notwithstanding any controversy between Principal and City regarding Principal's failure under the agreement.

Principal and Surety agree that any payment by Surety pursuant to this paragraph should be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligation herein and shall be deemed proper payment as between Principal and Surety.

This bond shall insure to the benefit of any and all of the persons named in Section 9000 et seq. of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this bond.

Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder, or the plans and specifications, or any matters unknown to Surety which might affect Surety's risk, shall in any way affect its obligation on this bond, and it does hereby waive notice thereof.

Principal and Surety agree that should City become a party to any action on this bond, that each will also pay City's reasonable attorneys9 fees incurred therein in addition to the above sums. 01007.0006/105 1934.2
Executed this day of ;
Seal of Corporation
By:

Authorized Representative of Principal
Title:
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one) Surety's agent for service
of process in California: ()
[name of surety]
Name Street Number
Street Number City and State
City and State Telephone Number
Telephone Number
By:

Attorney in Fact or other
Representative
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.

EXHIBIT E

INVOICE FORM
INVOICE #
Company Lago BILLING PERIOD START

BILLING PERIOD END
BILL TO:

PROJECT
City of Carson or TASK: Name
Attention: Accounts Payable and Project Manager Name Project or Task No:
701 E Carson St. P.O, No: #
Carson, CA 90745
Phone: (310) 830-7600
Work UNIT COST
Bid Item No.} Description of Work or QUANTITY or | Completed or OR of TASK NO TASK TASK VALUE HOURS CURRENT AMOUNT BILLABLE

BILLED AMOUNT
+ Task 1
$ -
$ -
$ -
$ .
$ -
$ -
$ -
K -
5 -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
5 -
5 -
$ -
TOTAL $ - AMT DUE THIS PERIOD [| $ -
Payable to:

Company Name ORIGINAL CONTRACT AMOUNT
Address AMOUNT DUE THIS BILLING PERIOD
City PREVIOUS BILLING/ CHARGES
FEIN CHANGE ORDER? (+/-) AMENDMENT,

REMAINING CONTRACT BALANCE
City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745
(310) 952-1758
Purchasing Waiver
In compliance with Chapter 6 (Purchasing System) of Article II (Administration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):
181(A) Formal Bidding (Section 2611)
O(B) Written Contract (Section 2605(1)(iii))
If (A) is selected above, please select the exception being exercised for this purchase:

D(i) Other Purchase Exceptions (Section 2611 (i)(1) through 2611 (i)(18)) If (e) or (f) are selected above, please specify the contract number, awarding agency, and other contracting parties being exercised for this purchase:

Omnia Partners Contract #R201101 I Expires 09/30/2025
Req # (if available):N/A
Vendor Name: BSN SPORTS, LLC
Formal bidding and/or a written contract would normally be required because the purchase is for an amount $75,000 or more; here, the amount is $133,846.49.

Written justification or summary of purchase.
26 Grizzly Adjustable Basketball Systems for the City's park facilities (Quote dated 10/31/2024).

The new basketball adjustable courts will replace the old outdated basketball courts for the City parks.

Purchasing: Authorized Department Staff:

Josilla Togiola, Purchasing Manager
4/7/2025
Name/Title: Michael Whittiker, C.S Director
Date: 4/7/2025
*Attach all relative applicable documents including, but not limited to vendor quote, statement of sole source justification on vendor letterhead, relative contract agreements for piggybacking or cooperative purchasing exceptions, etc.
**Attach a copy of the fully executed waiver to the corresponding requisition. 0224JT
☒(g) Cooperative Purchasing ((Section 2611(g))
☐(d) Emergency Purchasing (Section 2611(d))
☐(e) Sole Source Purchasing (Section 2611(e))
☐(f) Piggyback Purchasing (Section 2611(f))
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 38. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Parks & Recreation Subject: CONSIDER ACCEPTING A GRANT AND APPROVING A GRANT AGREEMENT WITH THE LOSANGELES DODGERS FOUNDATION THAT WILL PROVIDE $42,150 IN FUNDING AND ADDITIONAL IN-KINDCONTRIBUTIONS IN SUPPORT OF SUMMER BASEBALL AND SOFTBALL LEAGUES, AND ADOPTINGRESOLUTION NO. 25-057, AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE GENERAL FUND ANDSPECIAL REVENUE FUNDS TO ACCEPT A 2025 DODGERS DREAMTEAM GRANT I. SUMMARY
On March 26, 2025, the City of Carson was notiﬁed that it had been awarded a 2025 Dodgers Dreamteam grant from the Los Angeles Dodgers Foundation, a nonproﬁt public beneﬁt corporation (LADF). The grant will provide $42,150 to support 540 youth baseball and softball players at six (6) locations during the summer: Calas, Carson, Del Amo, Dolphin, Stevenson, and Veterans Parks. Of the total, $12,150 will be used to offset the cost for ﬁeld maintenance and umpire fees; the remaining $30,000 will fund a Dodgers Dreamteam Coordinator. In addition to the ﬁnancial support, the City will receive in-kind contributions of uniforms, equipment, recruitment and marketing ﬂyers, banners for each park site, educational and health resources and services, coach mentors (Field Champions), coaches training, player development clinics, incentives/giveaways, and required use of LeagueApps, the online registration system, and access to special events throughout the season. The grant stipulates that the City can charge no more than $15 per player to participate in the program.

In order to move forward with this initiative, the City Council is asked to accept the 2025 Dodgers Dreamteam grant, approve the grant agreement and adopt Resolution #25-057 that will allocate the funds.

II. RECOMMENDATION
TAKE the following actions:

1. ACCEPT the 2025 Dodgers Dreamteam grant that will provide $42,150 in funding and in-kind services to the City of Carson;

2. WAIVE further reading and ADOPT Resolution No. 25-057, "A RESOLUTION OF THE CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS TO FORMALLY ACCEPT A 2025 DODGERS DREAMTEAM GRANT";

3. APPROVE the Grant Agreement (Exhibit No. 3); and

4. AUTHORIZE the Mayor to execute the Grant Agreement, following approval as to form by the City Attorney.

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

IV. BACKGROUND
Dodgers Dreamteam, an aﬃliate of Nike RBI, is a comprehensive sports-based youth development program that uses the power of sport to provide critical resources and services to communities experiencing social injustices.

Rooted in baseball and softball, LADF aims to signiﬁcantly increase youth’s social and emotional skills, which promote positive mental health and buffer against mental health risks. At the same time, the program provides opportunities to build relationships with peers and positive role models which can further impact their lives. Understanding that low-income communities also have immediate needs in health and education, LADF works with partners to deliver wraparound services that connect youth with resources and provide access to basic necessities that promote healthier life outcomes.

Dodgers Dreamteam Program Goals include the following:

To provide an inclusive, barrier-free sports-based youth development program that is typically reserved for the elite. Reserved for those with substantial ﬁnancial resources and opportunities.

To deliver programs, services, and resources that address basic needs, education and health care.

To train parents and coaches to create a youth sports environment that fosters social and emotional learning opportunities.

To increase participation of underrepresented groups, speciﬁcally Black youth, girls, and teenagers teens To build capacity for partners and share knowledge and best practices across the ﬁeld.

To provide tools for parents and coaches to create a youth sports environment that fosters social and emotional learning opportunities.

Staff was recently informed that the City of Carson has been awarded a 2025 Dodgers Dreamteam grant from the Los Angeles Dodgers Foundation (see award letter on p. 1 of Exhibit No. 3). The grant will provide $42,150 to support 540 youth baseball and softball players at six (6) City parks for a summer sports league. Of the total, $12,150 will be used to offset the cost of ﬁeld maintenance and umpire fees, with the $30,000 balance utilized to fund a Dodgers Dreamteam Coordinator. Staff anticipates that this role will be ﬁlled by the Youth Sports Coordinator. Additionally, in-kind contributions are provided with the grant, such as uniforms, equipment, educational and health resources and services, coach mentors, player development clinics, incentives/giveaways, and access to special events throughout the season. It should be noted that the grant stipulates that players cannot be charged more than $15 to participate in the program.

To accept the grant, the City must approve the Grant Agreement attached as Exhibit No. 3, including the Terms and Conditions set forth on pages 2-8 thereof. Among other provisions, the Grant Agreement requires the City to defend, indemnify and hold harmless LADF from all claims and liabilities arising from or in connection with the City's performance of the Grant Agreement, the City's conducting of the Program, the City's use of the Grant funds, and any other program or activity of the City. The Agreement provides that LADF shall not be liable for consequential damages, nor any cost overruns of the City, and that LADF's liability shall be limited to payment of the grant. (Section 15). The Agreement also includes a dispute resolution provision whereby any dispute between City and LADF arising out of the Agreement will be settled by binding arbitration (Section 17(g)). Per Section 6, the City must obtain prior written authorization from LADF for any public acknowledgment of the grant from LADF. The City must also comply with the Dodgers Dreamteam Program Requirements set forth commencing on page 11 of the Agreement, and must use an online registration tool that will be provided by LADF to register and obtain LADF's waivers from all Dodgers Dreamteam players and coaches.

V. FISCAL IMPACT
Should the City Council accept the grant and approve the proposed resolution, funds in the amount of $42,150 will be allocated into Account No. 230-99-999-999-4513.

VI. EXHIBITS

1. Dodgers Dreamteam Flyer

2. Resolution No. 25-057

3. Award Letter/Grant Agreement

Attachments
Exhibit No. 1 - Dodgers Dreamteam Flyer.pdf
Exhibit No. 2 - Resolution No. 25-057, Dodgers Dreamteam Grant.pdf Exhibit No. 3 - 2025 LADF Award Letter/Grant Agreement for Dodgers Dreamteam - Carson.pdf Development Highlights Fitness Clinics & Equipment
Nutrition Education & Clinics Social & Emotional Learning Health, Dental & Vision Screenings CO? Baseball & Softball Programming & Skills Clinics Vy, Book Donations & Storytimes High-Quality Uniforms & Equipment “ College Workshops & Panels Scholar Athlete Development Series LADF Scholarship Cc)
\ STEM Education & Field D . , a ‘ , \ : eee 0, *, Basic Necessities Highlights - Recycle Education & Competition XQ A Food Boxes . O
Eye Screenings & Glasses © . 0 oye
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Education and Health Highlights Sports-Based Youth = G
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Shoes & Clothing
Backpacks O CD
Hygiene Supplies & Care Kits
Community Resource Fairs
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REGISTER “| =O)
Dodgers. com/DodgersDreamteam

EDUCATION HEALTH CARE HOMELESSNESS SOCIAL JUSTICE
@dodgersfoundation @DodgersFdn /LosAngelesDodgersFoundation RESOLUTION NO. 25-057

Page 1 of 2 ends

RESOLUTION NO. 25-057

A RESOLUTION OF THE CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE GENERAL FUN D AND SPECIAL REVENUE FUNDS TO FORMALLY ACCEPT A 2025 DODGERS DREAMTEAM GRANT
WHEREAS, the City Council adopted the Fiscal Year 2024-25 budget on June 18, 2024, via Resolution No. 24-056; and

WHEREAS, the City of Carson applied for and was a warded a 2025 Dodgers Dreamteam Grant in the total amount of $42,150.00 to support 540 youth players at six (6) City locations : Calas Park, Carson Park, Del Amo Park, Dolphin Park, Stevenson Park, and Veterans Park; and

WHEREAS, the grant will be used to offset field maintenance and umpire fees in the amount of $12,150 .00, and an additional $30,000 .00 will be provided to fund a Dodgers Dreamteam Coordinator; and

WHEREAS, the City will also receive an in -kind contribution of uniforms, equipment, recruitment and marketing flyers, banners for each location, educational and health resources and services, coach mentors (Field Champions), coaches training, player development c linics, incentives/giveaways, and required use of LeagueApps, the online registration system, and access to special events throughout the season; and

WHEREAS, the City Council has determined it necessary to amend the FY 2024-25 General Fund budget and Special Revenue Funds budget to formally accept a 2025 D odgers Dreamteam grant.

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

Section 1. The following amendment(s) will be made to the City’s FY 2024-25 budget.

Account Description Increase/(Decrease)
230-99-999-999-4513 Dodgers Dreamteam Grant $42,150.00

PASSED, APPROVED, AND ADOPTED this 6st day of May 2025.

RESOLUTION NO. 25-057

Page 2 of 2 ends

APPROVED

Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-057 adopted by the City of Carson City Council at its meeting held on May 6, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dr. Khaleah K. Bradshaw, City Clerk

1 March 26, 2025

Tim Grierson
Recreation Superintendent
City of Carson
18601 S Main Street
Carson, CA 90248

RE: Support for 2025 Dodgers Dreamteam program with the City of Carson

Dear Mr. Grierson,

It is my pleasure to inform you that The Los Angeles Dodgers Foundation, a California nonprofit public benefit corporation (the “Foundation” or “LADF”), has approved a grant to support the Dodgers Dreamteam program (the “Program”) with the City of Carson, a government entity (the “Grantee”) in the amount of forty-two thousand and one hundred and fifty dollars ($42,150.00) (the “Grant”). This Grant will offset field maintenance and umpire fees ($12,150.00) along with providing funding for a Dodgers Dreamteam Coordinator ($30,000.00). This Grant is to support 540 youth players at 6 locations for the Grantee’s program referred to as the 2025 Dodgers Dreamteam program (See Addendum 1 for approved number of players and locations). In addition to the Grant funds, Grantee will receive the in -kind contribution of uniforms, equipment, recruitment and marketing flyers, banners for each location, educational and health resources and services, coach mentors (Field Champions), coaches training, player development clinics, incentives/giveaways, and required use of LeagueApps, the online registration system , and access to special events throughout the season.

Grantee can charge no more than fifteen dollars ($15) per player.

This Grant is contingent upon the Grantee complying with the Dodgers Dreamteam program Requirements (Addendum 2).

NOTE: Organizations will receive 60% of the Program grant which includes the full amount for the Dodgers Dreamteam Coordinator (contingent upon when LADF is notified that this person is hired) in June 2025. Organizations will receive the remaining balance in September 2025.

**If the Program has multiple locations with different start dates, the latest start date will be used for payment schedule.**

2 Affiliate Partner Dodgers
Dreamteam Start Date
60% Disbursement
Period
40% Disbursement
Period
March 2025
April 2025
May 2025
June 2025
June 2025
June 2025
June 2025
June 2025
September 2025
September 2025
September 2025
September 2025

To receive the remaining 40% of the grant funds, the following must be completed by Grantee:

a. Ensure registrations for players and coaches are input into LeagueApps. This must be completed prior to any practice or game.
b. Complete team rosters on LeagueApps prior to any practice or game. Each team roster should include the youth participants and coaches.
c. Provide complete schedules for the season prior to the first day of games. Grantee is required to use the LeagueApps platform.
d. Ensure that all excess uniform sets and coach polos are returned to LADF within 15 days of the Grantee’s final game.
e. Complete an equipment inventory sheet within 15 days of the league’s last games. f. To receive 100% of the grant amount, partners must reach at least 90% of approved preseason player projections evidenced in the LeagueApps platform 15 days after the final game. For any variance greater than 10%, the grant will be reduced by the equivalent amount. Please note this reduction will not include the Dodgers Dreamteam Coordinator funds. For example, if Grantee projects 1,000 players and only 850 players are registered on LeagueApps, the TOTAL grant amount will be reduced by 15% and deducted from the 40% grant payment. If projections are increased after approval by LADF, the new number will be used to determine final season grant calculations.

The Grantee was r equired to attend the Dodgers Dreamteam Partners Meeting at Dodger Stadium on January 22, 2025 and the Dodgers Dreamteam Affiliate Partner Training January 28, 2025 - January 30, 2025. The Grantee is also required to attend the Partners Recap Meeting to be scheduled after the end of the season.

This letter is a legally binding agreement (the “Grant Agreement”). This Grant Agreement will become effective upon the Foundation’s receipt of the Grant Agreement signed by an authorized representative of the Grantee. Please keep a copy of this Grant Agreement for your files.

Please read the terms and conditions of this Grant Agreement very carefully. The Foundation may withhold payment to the Grantee if the Grantee fails to meet the terms and conditions of the Grant Agreement.

TERMS AND CONDITIONS

1. Grant Funds. The Grantee will use the Grant funds (the amount of which is determined as described above) solely for the Grantee’s program purposes of the Dodgers Dreamteam Coordinator, and to offset field maintenance, and umpire fees for the 2025 Dodgers Dreamteam program which brings baseball and softball programs to youth in underserved communities (the “Project”). The Grant shall be made on the schedule as described above.

3 2. In-Kind Contributions . The Foundation will also provide certain in-kind contribution s of uniforms, equipment, recruitment and marketing flyers, banners for each location, educational and health resources and services, coach mentors (Field Champions), coaches training, player development clinics , incentives/giveaways, complimentary use of LeagueApps, the online registration system and access to special events throughout the 2025 season, as described herein or as agreed to by the Foundation (“In-Kind Contributions”).

3. Project. As an inducement to the Foundation to make the Grant, the Grantee has previously submitted a written application (the “Application”) to the Foundation, which Application includes a description of the Project. The Grantee acknowledges that the Grant is expressly made in reliance on the Application and a review of financial information and a final budget submitted by the Grantee. A copy of the Application and all amendments thereto are attached as Addendum 3. Accordingly, the Grantee shall notify the Foundation immediately, in writing, of any material change in the facts set forth in the Application or in any other information or document submitted to the Foundation.

4. Use of the Grant Funds and In -Kind Contributions. All Grant funds and the In -Kind Contributions shall be used solely to support the Project. Notwithstanding any other provision of this Grant Agreement, the Grant shall be used only for charitable or educational purposes qualifying under Internal Revenue Code (“IRC”) Section 170(c)(2)(B), and neither the Grant funds nor the income therefrom may be used for purposes other than those so described.

5. Promises of Grantee. The Grantee promises to the Foundation that it will:
a. Comply with the Dodgers Dreamteam Program Requirements (Addendum 2).

b. Not use any portion of the Grant funds or the In-Kind Contributions in a manner inconsistent with IRC Section 501(c)(3), including, without limitation:

i. Influencing the outcome of any specific election for candidates to public office, or

ii. Inducing or encouraging violations of law or public policy or causing any private inurement or improper private benefit to occur, or taking any other action inconsistent with IRC Section 501(c)(3); and

c. Not discriminate on the basis of race, color, national origin, age, sex, sexual orientation, marital status, creed, religion, citizenship, ancestry or political affiliation in the performance of this Grant Agreement, the expenditure of the Grant and the undertaking of the Project.

6. Use of LeagueApps by Grantee. LADF will provide an online registration and communication tool called LeagueApps that is mandatory for all Grantees to use. Grantee acknowledges and agrees that:
a. All Dodgers Dreamteam players and coaches MUST be registered on LeagueApps, including, without limitation, obtaining the Foundation’s waiver and release of liability as provided in Addendum 4, prior to any practice or game.

4 b. All Dodgers Dreamteam players must be organized onto teams with each team having a minimum of one registered coach.
c. All Grantees must attend a mandatory LeagueApps training that will be scheduled by LADF.
d. If the Grantee has a separate or additional waiver to which participants, parents and coaches must agree, it must be provided to LADF.
e. Grantee must set a registration opening and closing date prior to the start of registration.
f. Grantee must confirm “age as of” dates for all divisions if different from standard requirements before registration opens (Standard “age as of” date is first day of games).
g. Grantee must finalize numbers within 15 days of the Program's final game and keep all wait list registrations.
h. Grantee must not allow staff to use work email addresses to register youth. All families must have their own email address when registering. i. Grantee must limit all LeagueApps communications to LADF related and affiliated updates. If LADF is not involved in the program, event, or opportunity as a lead or collaborator, LeagueApps may not be the communication platform.

7. Status of Grantee. The Grantee is not an agent, consultant or contractor of the Foundation and, as an entirely independent and separate organization, is solely responsible for its actions, errors and omissions.

8. Reporting. Upon request by the Foundation, the Grantee will submit to the Foundation a written report for any period of the Grantee during which the Grantee receives, holds, or spends any of the Grant funds. In such report, the Grantee will specify, at a minimum, the use of the Grant funds and the impact of the Grant funds such as the number of children directly served as a result of the Grant funds. The Grantee will submit the report to the Foundation within thirty (30) days after the last date of games. The required grant report template will be provided by Grantee during the midseason interview. Once the Foundation makes the request for such report, any future payment under this Grant Agreement or otherwise from the Foundation will be contingent upon the Grantee ’s provision of the report to the Foundation. The Foundation will provide the Grantee with the Dodgers Dreamteam Grantee Report Guidelines prior to end of season.

9. Recordkeeping. The Grantee will keep adequate records to substantiate the charitable purposes of its expenditures from the Grant funds and the In-Kind Contributions. The Grantee will make its books and records pertaining to the Grant Funds available to the Foundation at reasonable times for review and audit, and will comply with all reasonable requests of the Foundation for information and interviews regarding the us e of the Grant funds and In-Kind Contributions. The Grantee will keep copies of all books and records related to the Grant Funds and all reports to the Foundation for at least 4 years after the Grantee has expended the last of the Grant funds.

5 10. Insurance. The Grantee represents and warrants that (a) it is, and will continue to be, adequately insured against all risks, including such risks as would be covered by fire and property damage, worker ’s compensation, automobile and comprehensive general liability insurance, with respect to the conduct of the Pro ject and all other programs and activities of the Grantee, and (b) the premises and facilities of third parties where the Grantee conducts and will conduct its programs and activities also are and will be so adequately insured. Within thirty (15) days from the execution of this Grant Agreement, t he Grantee shall (i) furnish the Foundation proof of its self-insurance or (ii) shall name the Foundation as an additional insured on the Grantee ’s policy and furnish the Foundation the policy or policies of insurance or a certificate of insurance, or other written evidence satisfactory to the Foundation, evidencing the insurance carried by or otherwise benefiting the Grantee.

11. Return of Grant Funds to the Foundation, Early Termination of Agreement and Cancellation of Unpaid Grant Installment Payments.
a. The Grantee agrees to return to the Foundation any Grant funds and any income earned thereon, including proceeds from the sale or exchange of an asset purchased, constructed or developed with Grant funds, not specifically committed and/or actually expended in accordance with the Application and this Grant Agreement. Return of such funds shall occur reasonably promptly upon the written request of the Foundation. b. The Foundation shall have the right to terminate this Grant Agreement with cause.

Upon termination of this Grant Agreement by the Foundation, the Foundation shall be relieved from making any further payments to the Grantee in regard to the Grant. c. In the event the termination is pursuant to a reasonable determination by the Foundation that:
i. The Grantee has misrepresented any material fact or supplied false or misleading material information to the Foundation in the Application or otherwise in regard to this Grant Agreement or the Grant; ii. The Grantee has diverted any Grant funds or In-Kind Contributions to a purpose other than that permitted hereunder;
iii. The Grantee has failed to maintain or provide any material records or reports required to be maintained or provided hereunder;
iv. The Grantee has terminated, abandoned, cancelled or substantially altered, or is likely to terminate, abandon, cancel or substantially alter, the Project; v. The Grantee has failed, in the judgment of the Foundation, to satisfy any one of the Grant conditions set forth in this Grant Agreement, breaches any of the other terms of this Grant Agreement or fails to fulfill any purpose of the Grant, including, but not limited to, the Grantee becoming insolvent or for any other reason being unable to meet its financial obligations as they become due, other than those financial obligations for which the Grant is made; or

6 vi. Any of Grantee ’s key personnel have undergone a material change in job description, level of authority or employment status during the Grant term and such change is likely to cause Grantee to terminate, abandon, cancel or substantially alter the Project, then the Foundation may make written demand that the Grantee refund any or all payments of the Grant previously made or return any unused In-Kind Contributions. The foregoing remedies of the Foundation are in addition to any other remedies provided by law, and all such remedies shall be cumulative and not exclusive.

12. Funds Not Earmarked for Lobbying; Grantee Discretion. The Foundation is making this Grant to Grantee to support the charitable and educational purposes of the Project as described in Section 1 of this Grant Agreement, and the Grantee will apply the Grant Funds toward such purposes. This Grant is not earmarked for influencing legislation within the meaning of IRC Section 501(c)(3), and there has been no agreement, written or oral, to that effect between the Foundation and the Grantee.

13. No Pledge. Neither this Grant Agreement nor any other statement, oral or written, nor the making of any contribution or grant to Grantee, will be interpreted to create any pledge or any commitment by the Foundation or by any related person or entity to make any other grant or contribution to the Grantee or any other entity for the Project or any other project. The Grant contemplated by this Grant Agreement will be a separate and independent transaction from any other transaction between the Foundation and the Grantee or any other entity.

14. Terrorist Activity. The Grantee warrants that it does not support or conduct, directly or indirectly, violence or terrorist activities of any kind.

15. Indemnification: No Liability. The Grantee irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless the Foundation and its officers, directors, employees, affiliates and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys ’ fees) directly, indirectly, wholly, or partially arising from or in connection with (a) the performance of this Agreement by the Grantee, (b) the planning, acquiring, constructing, equipping, arranging, implementing, sponsoring, conducting of the Program by the Grantee, (c) the use of the Grant funds and In- Kind Contributions by the Grantee, or (d) any other program or activity by the Grantee. IN

NO CASE SHALL THE FOUNDATION BE LIABLE TO THE GRANTEE OR ANY THIRD PARTY FOR CONSEQUENTIAL DAMAGES. The Foundation shall have no liability for any debts, liabilities, deficits or cost overruns of the Grantee. It is expressly understood by the parties that no director, member, officer, employee or other representative of the Foundation shall incur any financial re sponsibility or liability of any kind or nature whatsoever in connection with this Grant Agreement or any subsequent agreement between the parties regarding the subject matter hereof. The parties agree that the liability of the Foundation hereunder shall be limited to the payment of the Grant pursuant to the terms and conditions of this Grant Agreement. Any contracts entered into or other obligations or liabilities incurred by the Grantee in connection with the Project or otherwise relating to this Grant Agreement shall be the sole responsibility of the Grantee, and the Foundation shall have no obligation or liability whatsoever thereunder or with respect thereto.

If requested by the Foundation, the Grantee covenants that all contracts to which it shall become a party in regard to the Project and/or the Grant shall include the following clause:

7 “It is expressly agreed and understood that neither The Los Angeles Dodgers Foundation (the “Foundation”) nor any director, member, officer, employee or other representative of the Foundation shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with this Agreement, and that the foregoing provisions concerning financial responsibility or liability shall be expressly included in and made a part of any and all agreements between the parties subsequent to this Agreement.”

16. Public Acknowledgement. In recognition of the Grant, the Project shall be referred to as the Dodgers Dreamteam program for the 2025 season. Grantee must obtain prior written authorization from the Foundation, which the Foundation may give or withhold in its sole discretion, for any public acknowledgement of the grant(s) from the Foundation contemplated herein. Grantee may recognize other sponsors of the Program in proportion to their relative contributions to the sponsorship of the Program. In its sole discretion, the Foundation may describe its support of the Program in the Foundation’s own printed or oral announcements and website.

17. Miscellaneous.

a. No Agency. The Grantee is solely responsible for all activities supported by the Grant funds, the content of any product created with the Grant funds, and the manner in which such products may be disseminated. This Grant Agreement will not create any agency relationship, partnership, or joint venture between the parties, and the Grantee will make no such representation to anyone.

b. Further Acknowledgements of the Grantee. The Grantee acknowledges that it understands its obligations imposed by this Grant Agreement, including, but not limited to, those obligations imposed by reference to the IRC. The Grantee agrees that if the Grantee has any doubts about its obligations under this Grant Agreement , including those incorporated by reference to the IRC, the Grantee will promptly contact The Foundation or the Grantee’s legal counsel.

c. Waivers. The failure of the Foundation to exercise any of its rights under this Grant Agreement will not be deemed to be a waiver of such rights.

d. Remedies. If the Foundation determines, in its sole discretion, that the Grantee has substantially violated or failed to carry out any provision of this Grant Agreement , including but not limited to failure to submit reports when due, the Foundation may, in addition to any other legal remedies it may have, refuse to make any further Grant payments to the Grantee under this Grant Agreement or any other grant agreement, and the Foundation may demand the return of all or part of the unexpended Grant funds, which the Grantee will immediately repay to the Foundation. The Foundation may also avail itself of any other remedies available by law.

e. Captions. All captions and headings in this Grant Agreement are for the purposes of reference and convenience only. They will not limit or expand the provisions of this Grant Agreement.

8 f. Entire Agreement. This Grant Agreement supersedes any prior or contemporaneous oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to its subject matter. This Grant Agreement may not be amended or modified, except in a writing signed by both parties.

g. Dispute Resolution . Any controversy or claim arising out of or relating to this Grant Agreement, or the breach thereof, will be settled by arbitration before an experienced arbitrator licensed to practice law in California in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Association”) in Los Angeles, California. The arbitration decision will be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

h. Governing Law. This Grant Agreement has been executed and delivered in and will be governed by and construed in accordance with the substantive laws of the State of California.

i. Incorporation of Addendums. The Addendums attached hereto are incorporated herein by reference and made a part of this Grant Agreement as if fully set forth herein.

j. Use of Marks. Notwithstanding any provision herein, no party shall use any other party’s trademarks, tradenames, and/or logos (each, a “Mark”) without the prior written approval from such other party, which approval may be granted or denied by the other party in its sole discretion. Each Mark shall remain the sole and exclusive intellectual property of the pertinent party.

k. Survival. Sections 8, 9, 11, 15, 16, 17(a), 17(d) 17(g), 17(h) and 1 7(j) of this Grant Agreement shall survive the completion, or termination if sooner, of this Grant Agreement.

9 Please direct all future communications concerning this Grant to Chief Operating Officer, Chaitali Gala Mehta, [email protected]. On behalf of the Foundation’s Board of Directors and staff, let me express how delighted we are to support your organization. We wish you every success.

Sincerely,

Nichol Whiteman Nicholas Sandler

CHIEF EXECUTIVE OFFICER PRESIDENT

THE LOS ANGELES DODGERS FOUNDATION THE LOS ANGELES DODGERS FOUNDATION

ACCEPTED ON BEHALF OF THE CITY OF CARSON BY:

_____________________________________ Date: ______________________ BY: TIM GRIERSON
ITS: RECREATION SUPERINTENDENT

FEDERAL TAX I.D. NO.: 95-2513547

APPROVED AS TO FORM:
[NAME]
[TITLE]

By:_____________________________

10 ADDENDUM 1

APPROVED NUMBER OF TEAMS AND LOCATIONS

Locations Minor
(9-10)

Major
(11-12)

Junior
Baseball
(13-15)

Minor
Softball
(9-10)

Major
Softball
(11-12)

Senior
Softball
(13-18)

Calas Park 6 0 0 0 0 0
Carson Park 0 0 0 6 0 0
Del Amo Park 0 0 0 0 0 6
Dolphin Park 0 0 0 0 6
Stevenson Park 0 6 0 0 0 0
Veterans Park 0 0 6 0 0 0
Player Total Team
Total
Players
Per Team

540 36 15

11 ADDENDUM 2:

DODGERS DREAMTEAM PROGRAM REQUIREMENTS

2025 Dodgers Dreamteam Program Requirements

Outlined in this document are the Dodgers Dreamteam program Requirements set forth by the Los Angeles Dodgers Foundation (LADF). All Affiliate Partners are referred to as Grantees and must comply with all requirements outlined in the document.

Dodgers Dreamteam Program Description and Goals

Dodgers Dreamteam, an affiliate of Nike RBI, is a comprehensive sports-based youth development program that uses the power of sport to provide critical resources and services to communities that are experiencing social injustices. Rooted in baseball and softball, LADF aims to significantly increase youth’s social and emotional skills, which promote positive mental health and buffer against mental health risks, while also providing opportunities for them to build relationships with peers and positive role models. LADF works with partners to deliver wraparound services, connecting youth to critical health care and education resources and services. Understanding that low-income communities lack basic essentials, LADF provides necessities to fill gaps and promote healthier life outcomes.

1. To deliver programs, services, and resources that address basic needs, education, and health

2. To provide an inclusive, barrier-free sports-based youth development program typically reserved for those with substantial financial resources and opportunities

3. To increase participation of underrepresented groups, specifically Black youth, girls, and teens

4. To build capacity for partners and share knowledge and best practices across the field

5. To provide tools for parents and coaches to create a youth sports environment that fosters social and emotional learning opportunities

12 Grant Eligibility

1. Program must fall within one or more of the LADF Focus Areas. o Health Care – Sports Based Youth Development – Required o Education
o Social Justice
o Homelessness

2. Program Location(s) must fall within the expansion zone; all locations are subject to approval by LADF.

3. Request must come from an organization (no funding will be made to individuals).

4. Grants will be made only to organizations with open, non-restrictive membership that operate open to all regardless of race, creed, sex, sexual orientation, religious belief, or nationality.

Nothing in the Guidelines shall prohibit a program from specifying an age, sex, or physical capacity classification, if it is reasonable under all the circumstances and is consistent with applicable law.

5. The organization must be certified as a tax-exempt entity (under Section 501(c)(3) of the U.S.

Internal Revenue Code and is not a private foundation as defined in section 509(a) of that Code OR a government entity). The organization must be in good standing with the Internal Revenue Service (IRS), the California Franchise Tax Board and the California Secretary of State.

6. Requesting organization must provide a non-discrimination policy.

7. Applicant acknowledges that it has a written policy that addresses its commitment to keep children safe from sexual abuse by preventing, recognizing, and responding to situations both on and off the playing field that in any way compromises their safety.

8. Requesting organization must demonstrate a strong ability to implement quality programming with adequate scheduling, planning, communication, field maintenance, practices, and games.

9. Requesting organization must adhere to the LADF Safe Sport policy.

10. Insurance: Requesting organization to provide LADF proof of its self-insurance or shall name LADF as an additional insured on the policy and furnish LADF the policy or policies of insurance or a certificate of insurance, or other written evidence satisfactory to LADF, evidencing the insurance carried by or otherwise benefiting the requesting organization. The policy or policies must be in effect throughout the duration of the Program.

11. Restricted Funds: Grant funds are restricted to offset field maintenance, umpire costs, and a Dodgers Dreamteam Coordinator position. The Dodgers Dreamteam Coordinator position is a role that will implement the Program. The hiring of this position must go through the Grantees hiring process with LADF reviewing the final selection round.

12. Grant Report: Grantee agrees to complete the grant report at the end of the Program. The

13 report must be sent to LADF within 30 days after the last day of games.

13. Recap Meeting: Grantee agrees to complete a recap meeting with LADF at the end of the grant term and after submitting the Dodgers Dreamteam grant report, no later than 45 days after the last day of games.

14. Best Effort: Grantee agrees to put forth its best effort to serve the amount of youth projected.
• If, at any time, the Grantee anticipates challenges that will impact the projected amount of youth served, please contact LADF immediately. LADF recognizes that even some of the best executed plans experience challenges along the way and is committed to supporting grantees.

14 I. Grant Request Process

November 10, 2024 — Dodgers Dreamteam Affiliate Partner Application Due November 11, 2024 – November 22, 2024 — Dodgers Dreamteam Affiliate Partner Application Review Process (Site Visits and/or Meetings) December 2, 2024 – December 16, 2024 — Award Status Notification Period March 26, 2025 – April 2, 2025 — Signed Agreement Returned to LADF with Required Documents

NOTE: 60% of the grant will be awarded based on the following schedule:

Affiliate Partner Dodgers
Dreamteam Start Date
60% Disbursement Period 40% Disbursement
Period
March 2025
April 2025
May 2025
June 2025
June 2025
June 2025
June 2025
June 2025
September 2025
September 2025
September 2025
September 2025

To receive the remaining 40% of the program grant funds, the following must be completed:

• Ensure registrations for players and coaches are input into LeagueApps. This must be completed prior to any practice or game.
• Complete team rosters on LeagueApps prior to any practice or game. Each team roster should include the youth participants and coaches.
• Provide complete schedules for the season prior to the first day of games. Grantee is required to use the LeagueApps platform.
• Ensure that all excess uniform sets and coach polos are returned to LADF within 15 days of the Grantee’s final game.
• Complete an equipment inventory sheet within 15 days of the league’s last games. • To receive 100% of the grant amount, partners must reach at least 90% of approved preseason player projections evidenced in the LeagueApps platform 15 days after the final game. For any variance greater than 10%, the grant will be reduced by the equivalent amount. Please note this reduction will not include the Dodgers Dreamteam Coordinator funds. For example, if Grantee projects 1,000 players and only 850 players are registered on LeagueApps, the TOTAL grant amount will be reduced by 15% and deducted from the 40% grant payment. If projections are increased after approval by LADF, the new number will be used to determine final season grant calculations.

Note – Grant funds will not be disbursed if in-person play is unable to take place due to LA County health regulations.

15 II. Grant Requirements

1. Communication and Staffing: Grantee must have one (1) Partnership Executive Contact, one (1) Partnership Manager, one (1) Dodgers Dreamteam Coordinator, and one (1) designated point of contact per each Dodgers Dreamteam location to serve as a liaison for LADF.
• All staffing changes relevant to the Program must be communicated to LADF staff immediately.
• All staff members that are involved in the Program must attend all required trainings.

2. Online Registration and Communication: LADF will provide an online registration and communication tool called LeagueApps that is mandatory for all Grantees to use. • All Dodgers Dreamteam players and coaches MUST be registered on LeagueApps prior to any practice or game.
• All Dodgers Dreamteam players must be organized onto teams with each team having a minimum of one registered coach.
• All Grantees must attend a mandatory LeagueApps training that will be scheduled by LADF. • If the Grantee has a separate or additional waiver for participants, parents and coaches to agree to it must be provided to LADF.
• Grantee must set a registration opening and closing date prior to the start of registration. • Grantee must confirm "age as of" dates for all divisions if different from standard requirements before registration opens (Standard “age as of” date is first day of games). • Grantee must finalize numbers within two weeks of the Program ending and keep all wait list registrations.
• Grantee must not allow staff to use work email addresses to register youth. All families must have their own email address when registering.
• Grantee must limit all LeagueApps communications to Los Angeles Dodgers Foundation related and affiliated updates. If LADF is not involved in the program, event, or opportunity as a lead or collaborator, LeagueApps may not be the communication platform.

3. Divisions: Grantee agrees to use Dodgers Dreamteam division names:
• T-Ball (5-6)
• Coach Pitch (7-8)
• Minor Baseball (9-10)
• Major Baseball (11-12)
• Junior Baseball (13-15)
• Senior Baseball (16-18)
• Minor Softball (9-10)
• Major Softball (11-12)
• Junior Softball (9-12)
• Senior Softball (13-18)
• Coach Pitch Softball (7-8)

4. Games and Practices: The chart below describes the minimum number of weeks, games and practices required by LADF per team. Each team is required to facilitate at least one team

16 practice and one team game per week. Each division must have a game schedule that has a minimum of 3 teams.

Divisions Weeks Games Practices
T-Ball (5-6) 7 8 8
Coach Pitch (7-8) 7 10 10
Minor Baseball (9-10) 7 12 10
Major Baseball (11-12) 7 12 10
Junior Baseball (13-15) 7 12 10
Senior Baseball (16-18) 7 12 10
Minor Softball (9-10) 7 12 10
Major Softball (11-12) 7 12 10
Junior Softball (9-12) 7 12 10
Senior Softball (13-18) 7 12 10
Coach Pitch Softball (7-8) 7 10 10

5. Team Selection: It is highly recommended that there is a tryout or draft/selection process in place when selecting teams. LADF recommends that a coach cannot register a full team for the season.
• If your league allows a coach to retain players from year to year you are allowed a 5-player max freeze.
• A participant's skill and experience should not be a factor when signing up and being selected on a team.

6. Locations: Grantee must only coordinate and implement the Program at locations agreed upon by LADF.
• Any adjustment of projected numbers or transferring of teams or resources across locations or divisions must be approved by LADF.

7. Participation Recruitment: Grantee is responsible for recruiting all players, coaches and participants of the Program. This includes making sure all players, coaches and participants are registered on LeagueApps.

8. Coaches: Grantee must only allow coaches who have passed a background check, registered on LeagueApps, and have committed to attend a Dodgers Dreamteam Coaches Training to serve in any capacity in Dodgers Dreamteam. • Grantee must hire all coaches.
• Grantee decides whether coaches are paid or unpaid.
• Grantee must only allow coaches who passed a background check to participate in the Program.
• Grantee must monitor coaches to ensure player safety and ensure that coaches always conduct themselves appropriately.

9. Volunteers: Grantee must recruit and manage all volunteers. • Grantee must recruit all volunteers.
• Grantee must only allow volunteers who passed a background check to participate in

17 the Program.
• All volunteers must sign off on any Grantee agreements.

Staff: Grantee must hire a Dodgers Dreamteam Coordinator who will work to implement the Program at Grantee locations.
• Grantee must hire any Dodgers Dreamteam Coordinators. • Grantee must only allow staff who passed a background check to participate in the Program.
• Please review the full job description as part of Exhibit A.

10. Umpires: Grantee must ensure that all umpires are certified and have passed a background check.
• It is the responsibility of the Grantee to hire and onboard all umpires and agencies. • Grantee must monitor umpires in the Program and ensure that players are safe and that umpires conduct themselves in a professional manner. • LADF has the right to audit any umpiring organizations to ensure quality.

11. Marketing and Communications: Grantee must collaborate with LADF to ensure that the local community is marketed to and engaged in Dodgers Dreamteam. • All Dodgers Dreamteam banners must be publicly displayed in a highly visible area.

NOTE: Banners include multiple sponsor and partner logos. • LADF will provide flyers for registration and various events that the Grantee agrees to distribute and publicly display in highly visible areas. • Grantee must acknowledge the Los Angeles Dodgers Foundation Dodgers Dreamteam program in any promotional materials, press releases, or literature publicizing/promoting the Program.

12. Fees: Grantee agrees to not charge any amount over $15 when implementing the Program.

All Dodgers Dreamteam resources and services are free of charge.

13. Uniforms: Grantee must ensure that all Dodgers Dreamteam teams receive a uniform kit which will be provided by LADF. Each Dodgers Dreamteam team will receive uniforms.

Grantee must abide by the following uniform policy:
• Each team will receive uniforms for 12 or 15 players per team pending what the Grantee selects. Uniforms must be worn at all games.
• Each uniform set is assigned to be used per team. Locations are encouraged to swap between other teams or divisions when needed. Please notify LADF immediately if you have any issues with your uniform sets that cannot not be resolved with inter -park swaps.

LADF will help to alleviate the issue based on available inventory. • If a location does not register the anticipated number of players that is agreed upon in the grant agreement, the location will be responsible for returning unused uniforms or the cost of any missing uniforms. This process must be completed within 15 days of the leagues last day of games and is a Program requirement to receive the second half of the grant award.
• Uniforms may not be worn outside of the Dodgers Dreamteam season. This includes fall leagues or other non-Dodgers Dreamteam events.
• Uniforms are defined as: 1 home jersey, 1 away jersey, 1 pair of pants, 1 pair of socks, 1 hat

18 or 1 softball visor, 1 practice shirt, and 1 coach polo (coaches only).

14. Equipment: Grantee must ensure that every coach receives a full equipment kit which will be provided by LADF. Equipment kits are designed to be available for all teams. Grantee must abide by the following equipment policy:
• “One Team, One Kit” rule: Equipment kits are designed to be available for all Dodgers Dreamteam teams.
• Grantee must ensure that each team is equipped with an appropriate equipment kit that is available to them throughout their season. Please notify LADF immediately if there are any problems with equipment and providing one kit per team. • Each head coach is required to receive one equipment kit per team. • Any transferring of equipment between locations is prohibited unless approved by LADF staff.
• All Grantees must have a check-in process on distributing equipment kits to all coaches. • Grantee will complete an equipment inventory sheet within 15 days of the league’s last game.
• LADF staff will determine if equipment is adequate for continued use or if new equipment will be needed for the next season. Equipment kits are required to last 5 seasons unless stolen or damaged.

Equipment Kits are defined as:12 Right Hand Gloves and 3 Left Hand Gloves, 5 Helmets, 2 Bats, 1 Batting Tee, 1 Ball Bucket, 1 Bag, and 1 Catcher’s Set (shin guards, chest protector, mask, mitt). The catcher’s set will not be included for the T-Ball division.

15. Collaboration: Grantee agrees to collaborate with LADF to market, implement and participate in all Program elements including, but not limited to:
• PlayerFest
• Dodger Days
• Coaches Trainings
• College & Career Accelerator
• Nutrition and Fitness Clinics
• Scholar Athlete and Development Series
• Other Special Events and Activities

16. Meetings: Grantee will agree to attend the Dodgers Dreamteam Partners Meeting, Dodgers Dreamteam Affiliate Partner Training and any additional onboarding or training meetings.

Designated Partnership Executive Contact, Partnership Manager Contact, Dodgers Dreamteam Coordinator, and all designated points of contact per each Dodgers Dreamteam location (including but not limited to Site Supervisors, Directors, Managers, and Coordinators) are required to attend.

17. Measurement and Evaluation: Grantee is required to work with LADF in the collection of data to consistently improve the Program.
• LADF will provide a partnership with Hello Insight to measure SEL for participants ages

19 9-18 in the Program. This will include a pre survey that should be completed before the first game and post/check-in surveys should be completed within 1 week of the season ending. The Grantee is required to administer, promote, and monitor the collection of these surveys.
• Recruit parents, players, and coaches to participate in interviews and/or focus groups throughout the year.
• Support any event surveys that take place.

18. Safety Policy: Grantee acknowledges the MLB Youth Program Protection Policy and the LADF Safe Sport Policy. Grantee also acknowledges that it has a written policy that addresses its commitment to keep children safe from sexual abuse by preventing, recognizing, and responding to situations both on and off the playing field that in any way compromises their safety. Grantee must sign the MLB Youth Program Protection Policy and the LADF Safe Sport Policy. Grantee must also provide a copy of its written policy to LADF with signed grant agreement.

19. Incident Policy: Grantee acknowledges they have an incident policy in place and will notify LADF within a 24-hour period should any incidents take place. Grantee will keep LADF updated on the status of the incident and when the incident is closed.

Dodgers Dreamteam Rules
In addition to the playing rules (USA Softball, PONY, NFHS, etc.) determined by each Grantee, this document outlines the guidelines recommended in all Dodgers Dreamteam leagues. However, in the case of the Grantee playing rules conflicting with the Dodgers Dreamteam rules, please consultant LADF staff. In this document you will also find pitching guidelines to follow.

Dodgers Dreamteam League Code of Ethics
Any adult or player who violates the Dodgers Dreamteam League Code of Ethics will be subject to removal from the Dodgers Dreamteam program.

The adults that participate in the Dodgers Dreamteam program are viewed as role models to the youth served. It is imperative that those connected with the league always engage in conduct that is a positive representation of the league.

• All Grantees must adhere to the LADF Safe Sport Policy. • Under no conditions should anyone, lay a hand upon, push, shove, strike, or threaten to strike an official, player, coach, spectator, game monitor, scorekeeper, or staff. • Do not consume alcoholic beverages or any illegal substance at any time in the presence of players or in any context involving the league.
• Under no conditions swear, commit, or imply a vulgar act or motion. • Do not bait or ride umpires, opposing managers and coaches, scorekeepers, or staff.

Appropriate conduct should prevail.
• The manager or coach may inquire as to the nature or interpretation of a rule, but after an explanation, no further questions, or actions.
• All teams should play every player in as much of every game as possible.

20 • Make certain that managers, coaches, and your team shake hands with opposing team before and/or after each game.
• A coach shall not use tactics to deceive or take unfair advantages over his/her opponents. • Every league must provide background checks to all coaches and volunteers who will be working directly with the kids in your Dodgers Dreamteam program. • Do everything possible to ensure that playing Dodgers Dreamteam is a rewarding experience for the players. Encourage all players to be good scholars and equally good citizens.

Playing Rules for Baseball Ages 5-12
• Age divisions consist of T-Ball (5-6), Coach Pitch/Softball (7-8), Minor (9-10) and Major (11-12).
• All teams must consist of no more than 15 players.
• T-Ball and Coach Pitch games will be 60 minutes.
o Both divisions will utilize the safe soft baseballs.
o T-Ball: All bats must be sizes 25” or 26”.
o Coach Pitch: All bats must be sizes 26”, 27” or 28”.
o Coaches or a pitching machine may be used to pitch to these divisions (see field dimensions for pitching distance).
o Score and standings are not kept for the T-Ball division. • Minor and Major games will be 6 innings. No new inning may start after 90 minutes have elapsed from the start of the game.
o All bats must be certified by a USA Baseball stamp.
o Minors: All bats must be sizes 28”, 29” or 30”.
o Majors: All bats must be sizes 29”, 30” or 31”
• All players will bat in one continuous batting order. • All batters and runners must always wear a batting helmet. The on-deck batter must also wear a helmet.
• A player may only play on one team per division.
• Per inning there will be a 5 run max rule.
• Any fighting or inappropriate conduct will result in either the player’s ejection or, if necessary, a team’s disqualification. Any such decisions are made solely by the umpire. All incidents must also be reported to LADF staff.
• USA Baseball Pitch Count Recommendations.

DIVISION
DAILY
MAX
(PITCHES

IN GAME) REQUIRED REST (PITCHES)

0 Days 1 Days 2 Days 3 Days 4 Days
Coach Pitch/Softball
(7-8)
50 1-20 21-35 36-50 N/A N/A
Minors (9-10) 75 1-20 21-35 36-50 51-65 66+
Majors (11-2) 85 1-20 21-35 36-50 51-65 66+

21 Field Dimensions:
o T-Ball (5-6) and Coach Pitch/Softball (7-8): base path 50 ft., pitching distance 38 ft. and field distance 225-250 ft.
o Minors (9-10): base path 60 ft., pitching distance 46 ft. and field distance 225–250 ft. o Majors (11-12): base path 70 ft., pitching distance 50 ft. and field distance 225-250 ft.

Playing Rules for Softball Ages 9-12
• Age divisions consist of Minor Softball (9-10), Major Softball (11-12) or Jr. Softball (9-12). • All teams must consist of no more than 15 players.
• All games will be 6 innings. No new inning may start after 90 minutes have elapsed from the start of the game.
• All bats must be sizes 29”, 30” or 31”.
• All players will bat in one continuous batting order. • All batters and runners must always wear a batting helmet. The on-deck batter must also wear a helmet.
• A player may only play on one team per division.
• Per inning there will be a 5 run max rule.
• Any fighting or inappropriate conduct will result in either the player’s ejection or, if necessary, a team’s disqualification. Any such decisions are made solely by the umpire. All incidents must also be reported to LADF staff.
• Field Dimensions:
o Minor Softball (9-10): base path 60 ft., pitching distance 35 ft. and field distance 225- 250 ft.
▪ 11” softball
o Major Softball (11-12): base path 60 ft, pitching distance 40 ft. distance and field distance 225-250 ft.
▪ 12" softball

Playing Rules for Baseball Ages 13-18
• Age divisions consist of Junior Baseball (13-15) and Senior Baseball (16-18). • Every player on the team must be inserted into every game for at least 2 innings of play and must have at least one plate appearance. Exceptions to this rule are not allowed unless a game is not played a full 7 innings.
• All teams must consist of no more than 15 players.
• Games will be 7 innings. No new inning may start after 2 hours and 15 minutes have elapsed from the start of the game.
• A game is legally completed after 5 innings if the visiting team is ahead and after 4 ½ innings if the home team is ahead.
• The mercy rule is 10 runs after 5 innings, 12 runs after 4 innings and 15 runs after 3 innings.

22 • All batters and runners must always wear a batting helmet. The on-deck batter must also wear a helmet.
• Bats with composite materials in the barrel must be compliant with the National Federation of State High School Associations rulebook BBCOR standards, and must be labeled as such; Bats must meet the standards noted in National Federation of State High School Associations rules (2017 NFHS Baseball rulebook pgs. 9-11 Section 3, Articles 2-5) for length, diameter, etc. NOTE: An illegal bat must be removed. Any bat that has been altered shall be removed from play. Penalty – See Rule NFHS Baseball rulebook; Rule 7-4 Article 1 (a). • A player may only play on one team per division.
• Any fighting or inappropriate conduct will result in either the player’s ejection or, if necessary, a team’s disqualification. Any such decisions are made solely by the umpire. All incidents must also be reported to LADF staff.
• USA Baseball Pitch Count Recommendations

AGE

DAILY MAX
(PITCHES IN

GAME) REQUIRED REST (PITCHES)

0 Days 1 Days 2 Days 3 Days 4 Days
13-14 95 1-20 21-35 36-50 51-65 66+
15-16 95 1-20 31-45 46-60 61-75 76+
17-18 105 1-20 31-45 46-60 61-75 76+

• Field Dimensions:
o Junior Baseball (13-15) and Senior Baseball (16-18): base path 90 ft., pitching distance 60.5 ft. and field distance 300-350 ft.

Playing Rules for Softball Ages 13-18
• Age divisions consist of Sr. Softball (13-18).
• Every player on the team must be inserted into every game for at least 2 innings of play and must have at least one plate appearance. Exceptions to this rule are not allowed unless a game is not played a full 7 innings.
• All teams must consist of no more than 15 players.
• Games will be 7 innings. No new inning may start after 1 hour and 40 minutes have elapsed from the start of the game.
• A game is legally completed after 5 innings if the visiting team is ahead and after 4 ½ innings if the home team is ahead.
• The mercy rule is 15 runs after 3 innings, 12 runs after 4 innings, and 8 runs after 5 innings. • Courtesy runner is allowed for the pitcher and catcher, but the courtesy runner may not be a player who is in or has been in the game.

23 • Designated player (DP) must be decided when line-ups are handed in. DP will be anywhere in the batting line-up with the FLEX (person playing the field) placed in the 10th spot of the line-up. FLEX player may bat but must bat in the position of the DP and DP is out of the game for that time; however, the DP can reenter one time. Indicate DP and FLEX on the line- up card.
• All batters and runners will always wear a batting helmet. The on-deck batter must also wear a helmet.
• Bats must meet all the USA Softball specifications and requirements of Rule 3, section 1.

Must be on the list of approved bat models published by USA Softball. Max length 34", weight 38oz with a diameter of 2 1/4". Bats must have the 2000 or 2004 ASA stamp, or the ASA 2013 certification mark (may also have ISF stamp in addition to ASA) and bats must not appear on ASA banned list.
• A pitcher remaining in the game, but moving to a different position, can return as a pitcher any time in the remainder of the game, but only once in the same inning as he/she was removed. Visit count does not reset.
• Any starter who has been removed for a substitute player may re-enter the game once, at any time in the same position in the batting order. Subs may reenter. • A player may only play on one team per division.
• Any fighting or inappropriate conduct will result in either the player’s ejection or, if necessary, a team’s disqualification. Any such decisions are made solely by the umpire. All incidents must also be reported to LADF staff.
• Field Dimensions:
o Senior Softball (13-18): base path 60 ft., pitching distance 43 ft. and field distance 225-250 ft.

24 ADDENDUM 3:

GRANTEE APPLICATION

See Attached

25 ADDENDUM 4:

LADF WAIVERS AND RELEASES OF LIABILITY

2025 DODGERS DREAMTEAM

LIKENESS AUTHORIZATION AND RELEASE OF LIABILITY

PLEASE READ THIS LIKENESS AUTHORIZATION AND RELEASE OF LIABILITY (“RELEASE”) CAREFULLY. BY AGREEING TO THIS RELEASE, YOU WILL BE WAIVING LEGAL RIGHTS.

In consideration for allowing me and/or any child(ren) under eighteen (18) years old or any legally incapacitated adult(s) for whom I am the parent/guardian (each, a “ Participant”; and collectively the “Participants”) to participate in the “Dodgers Dreamteam” program from January 1, 2025 through December 31, 2025 (the “Program”), staged by The Los Angeles Dodgers Foundation (the “Foundation”), I, for myself and on behalf of all of the other Participants and our parents, heirs, executors, administrators, next of kin, successors, and assigns, all of whom shall be legally bound by this Release, hereby agree as follows:

1. I am eighteen (18) years of age or older. I, for myself and on behalf of all of the other Participants, acknowledge that we are not required to participate in the Program and that our participation is voluntary and solely for our enjoyment. We understand that we can withdraw from the Program at any time. Neither I nor any of the other Participants, nor anyone acting on our behalf, will be compensated by the Foundation for our participation in the Program. Neither I nor any of the other Participants, nor anyone acting on our behalf, has not been promised employment by the Foundation for participating in the Program.

2. We understand and acknowledge that baseball and softball are action sports and that natural and/or man -made conditions may exist on the surface of baseball and softball fields or in connection with the games of baseball and softball that may present a significant risk of personal injury to us and/or damage to our property. We also understand and acknowledge that our participation in the Program may require us to engage in strenuous and/or potentially dangerous activities. Neither I nor any of the other Pa rticipants are aware of any reason, medical or otherwise, why we should not participate in the Program, and we are prepared to, and do, hereby accept any and all risks, whether known or unknown to us, of having us participate in the Program, including, without limitation, all risks and danger inherent in the sports of baseball and softball and all warm-ups, practices, and competitions associated with baseball and softball, including specifically (but not exclusively) the danger of being injured by thrown bats (or fragments thereof); thrown or batted balls; thrown, dropped, or launched items or projectiles; contact or collisions with other participants or staff; any other incidents or accidents associated with crowds of people or the negligence or misconduct of other participants or spectators; or use of or participation in any attractions, activities, or events in connection with the Program.

3. In connection with any injury that I or any of the other Participants may sustain or any other medical condition that we may experience during our participation in or with the Program, I authorize any emergency first aid, medication, medical treatment, or surgery (collectively, “ Emergency Medical Services”) deemed necessary by the attending medical, first aid, or emergency personnel (collectively, the “Medical Staff”) if I am not able to act on my own behalf or on the behalf of the

26 other Participants. I further authorize (i) the Medical Staff to execute on our behalf any permission forms, consents, or other appropriate documents relating to medical attention for me and the other Participants and to act on our behalf if I am not able or immediately available to do so and (ii) the disclosure of any personal information relating to us by the Foundation or any of their representatives to any of the Medical Staff in connection with such Emergency Medical Services. Additionally, I agree to assume responsibility for any costs, fees or other monetary charges associated with such Emergency Medical Services or any permission forms, consents, or other appropriate documents relating to medical attention executed by any of the Medical Staff.

4. I, for myself and on behalf of all of the other Participants, acknowledge and expressly assume all risk of us being exposed to or contracting a Communicable Disease (as defined below) during or in connection with our participation in the Program. By parti cipating in the Program, I acknowledge and expressly assume the risk that we may be exposed to a Communicable Disease. I expressly understand that the risks of exposure to a Communicable Disease include contracting a Communicable Disease and the associ ated dangers, medical complications (including death), and physical and mental injuries, both foreseen and unforeseen, that may result from contracting a Communicable Disease. I further acknowledge and understand that our interaction with staff, other participants, and/or any other individuals present during the Program poses an elevated, inherent risk of being exposed to and contracting a Communicable Disease, that it cannot be guaranteed that we will not be exposed to a Communicable Disease, and that pot ential exposure to or contraction of a Communicable Disease while participating in the Program are risks that cannot be eliminated. If infected with a Communicable Disease, I acknowledge and understand that I and/or the other Participants may subsequently infect others, even if we do not experience or display any symptoms.

A “Communicable Disease” as used herein is COVID-19, any strains, variants, or mutations thereof, the coronavirus that causes COVID-19, and/or any other airborne, aerosolized, or surface transmissible communicable and/or infectious diseases, viruses, bacteria, or illnesses, or the causes thereof.

5. In connection with the foregoing, I agree that neither I nor any of the other Participants will participate in the Program if, within ten (10) days preceding our participation in the Program, either I or any of the other Participants (i) tested positive or presumptively positive for a Communicable Disease or was identified as a potential carrier of a Communicable Disease; (ii) experienced any symptoms commonly associated with a Communicable Disease, including, without limitation, fever, cough, loss of sense of taste or smell, or shortness of breath; and/or (iii) was in direct contact with or in the immediate vicinity of any person who is either confirmed or suspected of being infected with a Communicable Disease within ten (10) days preceding the Participant’s encounter with such person. I further agree that I and the other Participants will submit to any health screening and/or Communicable Disease testing that may be required as a condition of our participation in the Program.

6. If I and/or any of the other Participants test positive for a Communicable Disease or have been identified as being exposed to an individual who has tested positive for a Communicable Disease, we agree to immediately inform the Foundation and acknowledge t hat the Foundation may be required to contact the Los Angeles County Department of Public Health (“LACDPH”) to provide information regarding the confirmed positive test, including our name(s) and contact information. We consent to the Foundation providing such information to LACDPH or any other administrative body as required by law. We agree to willingly cooperate with any contact tracing that is deemed necessary by the Foundation and/or LACDPH. We acknowledge the Foundation, the Governor, State Department of Health, LACDPH, or other administrative body with authority over the Foundation may decide to cancel a meeting, practice, competition, or the Program at any time. We also acknowledge that the Foundation must comply with any mandates issued by any entity with the

27 authority over athletics and agree to comply with any such directives even if issued after our agreement to this Release. We are aware that practices, games, spectating, and/or transportation will look differently from prior years, including the need for physical distancing and the correct and consistent use of face masks. We agree to comply with the direction provided by the Foundation’s staff and coaching staff and acknowledge that the failure to do so may result in our being refused participation at meetings, practice, competitions, and/or the Program.

7. TO THE FULLEST EXTENT PERMITTED BY LAW , I, FOR MYSELF AND

ON BEHALF OF ALL OF THE OTHER PARTICIPANTS, AGREE TO INDEMNIFY,

RELEASE, FOREVER DIS CHARGE AND HOLD HARMLESS THE LOS ANGELES DODGERS FOUNDATION, LOS ANGELES DODGERS LLC (THE “DODGERS”), THE

OTHER MLB ENTITIES, LA REAL ESTATE LLC, CHAVEZ RAVINE LAND COMPANY LLC, and their respective direct and indirect owners, stockholders, members, partners, directors, officers, employees, agents, representatives, contractors, vendors, sponsors, facilities in which Program events are held, principals, affiliated entities, mortgagees or ground lessors, servants, trustees, beneficiaries, heirs, successors, and assigns, and each and every person acting by, through, under, or in concert with them, or any of them (hereinafter, individually and collectively referred to as the “Indemnified Parties”), of and from all manner of action or actions, cause or causes of action, at law or in equity, suits, claims, demands, damages, liability, lost cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter referred to as “ Claims”), that we may have or hereafter have against the Indemnified Parties by reason of any injuries that we may sustain, whether to our person and/or property, as a result of or incident to (i) the Indemnified Parties’ negligence (whether acti ve or passive, but not including gross negligence or willful misconduct), (ii) our participation in the Program, and/or (iii) any and all risks assumed by us hereunder, including, without limitation, exposure to or contraction of a Communicable Disease by me and/or any other individual infected by me. I, FOR MYSELF AND ON BEHALF OF ALL OF THE OTHER

PARTICIPANTS, FURTHER COVENANT NOT TO SUE OR OTHERWISE PURSUE ANY

FORM OF RECOVERY OR LEGAL ACTION, INCLUDING ARBITRATION, AGAINST ANY OF THE INDEMNIFIED PARTIES ARISING FROM OR RELATING TO ANY CLAIM.

For purposes of this Release, the “MLB Entities” shall mean the Dodgers and the other Major League Baseball clubs, the Office of the Commissioner of Baseball, Major League Baseball Properties, Inc., MLB Advanced Media, L.P., The MLB Network, LLC, and such entities’ respective past, present and future affiliates, owners, general and limited partners, members, shareholders, directors, officers, employees, agents, representatives, contractors, vendors, licensees, sponsors, advertisers, and broadcast partners.

8. I , FOR MYSELF AND ON BEHALF OF ALL OF THE OTHER PARTICIPANTS,

ACKNOWLEDGE AND UNDERSTAND THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEM ENT WITH THE DEBTOR OR RELEASED PARTY.”

BEING AWARE OF SAID CODE SECTION, WE HEREBY EXPRESSLY WAIVE ANY RIGHTS

THAT WE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR

28 COMMON LAW PRINCIPLES OF SIMILAR EFFECT, WHETHER IN CALIFORNIA OR ANY OTHER STATE.

9. I, for myself and on behalf of all of the other Participants, agree that if I and/or any of the other Participants, or anyone acting on our behalf, commence, join in, or in any way seek relief through any action or proceeding arising out of, based upon, or relating to any of the Claims released hereunder, or in any way assert against the Indemnified Parties any of the Claims released hereunder, then we will pay to the Indemnified Parties, in addition to any other damages caused to the Indemnified Parties thereby, all attorneys’ fees incurred by the Indemnified Parties in defending or otherwise responding to said action, proceeding, and/or Claims.

10. I, for myself and on behalf of all of the other Participants, hereby authorize and grant the Foundation, the Dodgers, and/or anyone authorized by or acting on behalf of the Foundation and/or the Dodgers (hereinafter, individually and collectively referred to as the “Authorized Users”) the non- exclusive, transferable, sublicensable, and assignable right to use, reproduce, publish, and/or depict our name, voice, words, image, likeness, and/or biographical information (collectively, the “Images”) in any manner that the Authorized Users deem necessary or appropriate, in all media, worldwide, in perpetuity, without any additional consideration, in and in connection with the production, distribution, marketing, promotion, advertisement, packaging, sale, public ation, exhibition, display, and/or exploitation of the Program and/or the Authorized Users, including, without limitation, on the video display boards at Dodger Stadium and/or in any and all print and/or digital advertisements, websites, social media posts , broadcasts, telecasts, and/or other retransmissions of or regarding the Program and/or the Authorized Users. In addition, in connection with the use of the Images, I, for myself and on behalf of all of the other Participants, hereby release and waive any action or cause of action that we may assert in connection with the use of the Images, including, but not limited to, any claims that we have or may have for invasion of privacy, defamation, violation of any right of publicity, or any other cause of actio n arising out of the production, reproduction, distribution, transmission, publication, public performance, broadcast, or exhibition of advertisements, promotions, content, programs and/or materials in which the Images appear. I, for myself and on behalf of all of the other Participants, acknowledge and agree that this authorization is intended to satisfy any and all of the consent requirements of California Civil Code sections 3344 and 3344.1, and we hereby waive and release an y and all claims that we may have or hereafter have against the Authorized Users under those statutes or any other statutes or common law principles of similar effect, whether in California or any other state.

11. I, FOR MYSELF AND ON BEHALF OF ALL OF THE OTHER

PARTICIPANTS, UNDERSTAND THAT BY AGREEING TO THIS RELEASE, WE ARE

GIVING UP OUR RIGHT TO SUE THE INDEMNIFIED PARTIES AND/OR TO SEEK

COMPENSATION FROM THE INDEMNIFIED PARTIES FOR ANY INJURIES OR

DAMAGES THAT WE MAY INCUR AS A RESULT OF THE ACTIVE OR PASSIVE

NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE

INDEMNIFIED PARTIES, OUR PARTICIPATION IN THE PROGRAM, AND/OR ANY

AND ALL RISKS ASSUMED BY US HEREUNDER, INCLUDING, WITHOUT

LIMITATION, EXPOSURE TO OR CONTRACTION OF A COMMUNICABLE DISEASE BY ME AND/OR ANY OTHER INDIVIDUAL INFECTED BY ME.

12. If any provision of this Release shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Release shall be construed as if such invalid or unenforceable provision were omitted.

29 13. This Release shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of California. I, for myself and on behalf of all of the other Participants, hereby (a) irrevocably submit to the exclusive jurisdiction of th e state and federal courts located in Los Angeles County, California, in connection with all matters and issues arising out of the Program and/or this Release, (b) agree not to bring any claim or action except in such courts, and (c) irrevocably waive all claims, defenses, and objections based on improper venue, inconvenient forum, and/or lack of personal jurisdiction with respect to such courts.

14. DECLARATION. If child(ren) under eighteen (18) years old or legally incapacitated adult(s) for whom I am the parent or legal guardian will be participating in the Program, I declare under penalty of perjury under the laws of the State of California that I am the parent or legal guardian of the child(ren) or legally incapacitated adult(s) participating in the Program, and that I am duly authorized to execute this Release on his/her/their behalf. I further declare that I shall indemnify, defend, and hold harmless the I ndemnified Parties from and against any and all Claims whatsoever, including, without limitation, attorneys’ fees and costs, resulting from, incident to, or arising out of his/her/their participation in the Program, his/her/their appearance in the Images, the exploitation of the Images by the Indemnified Parties, any and all risks assumed by him/her/them and me above, and/or the breach of any promises, covenants, and/or representations made by me herein and/or in the above Release.

I CERTIFY THAT I HAVE CAREFULLY READ THIS RELEASE AND THAT I AM

COMPETENT TO ACCEPT THE TERMS HEREIN, ON BEHALF OF MYSELF AND THE OTHER PARTICIPANTS, WITH FULL UNDERSTANDING OF THEIR CONTENTS. I AM

AWARE THAT THIS IS A LIKENESS AUTHORIZATION AND RELEASE OF LIABILITY

AND A CONTRACT BETWEEN MYSELF AND THE INDEMNIFIED PARTIES AND THE

AUTHORIZED USERS, AND BY ACCEPTING AND SUBMITTING THIS RELEASE, I

AGREE TO BE BOUND BY THE TERMS OF THIS RELEASE, INCLUDING, BUT NOT LIMITED TO, THE WAIVER OF LIABILITY IN PARAGRA PHS 7 AND 14 AND THE LIKENESS AUTHORIZATION IN PARAGRAPH 10 ABOVE, AND DO SO OF MY OWN FREE WILL.

I Accept
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 39. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF PURCHASE AGREEMENT WITH WHITE CAP, L.P. FOR THEPURCHASE OF A ONE YARD TOWABLE CONCRETE MIXING TRAILER, FOR THE DEPARTMENT OF PUBLICWORKS/OPERATIONS & MAINTENANCE DIVISION (CITY COUNCIL) I. SUMMARY
Staff is requesting City Council approval of the Purchase Agreement (Exhibit No. 1) and Purchase Order with White Cap, L.P., for a One-Yard Towable Concrete Mixing Trailer for the Public Works Department's Street Maintenance Crew. Acquiring a cement mixing trailer will improve eﬃciency by enabling staff to mix exact amounts of concrete for their work projects thereby eliminating excess waste and increase productivity with the added mobility to move cement from various job sites as needed.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the Purchase Agreement with White Cap, L.P. and issue a Purchase Order in the amount of $57,023.20 for the purchase of a One Yard Towable Concrete Mixing Trailer through Sourcewell Contract #091422-WCP (Exhibit No. 2).

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

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

IV. BACKGROUND
The Public Works Department employs a ﬂeet of vehicles and equipment that are used for the provision of daily maintenance and operations services in support of the City. The requested equipment will be used by the Concrete and Street Maintenance crews in the Public Works Operations Division to perform right-of-way (ROW) maintenance activities such as the removal and replacement of deteriorating sidewalks and the maintenance and preservation of paved streets.

ROW Operations currently utilizes two vendors for concrete materials. Sepulveda Building Materials charges $354.45 per cubic yard for a ready mixed cement trailer with a deposit fee of $440. The average cost of one cubic yard of cement materials (Portland cement, sand, and aggregate) is between $70-$80, which means the up-charge is approximately $274.46 per yard for the rental of a cement mixing trailer. Sepulveda is the ONLY local vendor and ready mix supplier and trailers are often in high demand. Delays are common as Sepulveda has only two trailers available for rent. Robertson's Ready Mix is staff's main concrete vendor which charges $138 per cubic yard.

However, Robertson's has a $350 surcharge for a short load fee for delivering one yard of concrete. The City would be able to cut costs by purchasing the One Yard Towable Concrete Mixing Trailer and allowing staff to mix their own cement. Staff will be able to be more cost eﬃcient with materials and schedule work on a routine basis and not have to rely on the availability of the rental mixing trailers.

Section 2611(g) of the City Municipal Code (CMC) allows the City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a cooperative purchasing program engaged in by any local, county, State, or Federal public entity or entities, even if the contracts and implementing agreements entered into by the participating entity or association under those cooperative purchasing programs were not entered into under a process that resulted in the contract being awarded to the lowest responsible and responsive bidder under CMC 2610(i); provided, that the selected bidder was selected in compliance with the competitive bidding or proposal process requirements of any participating entity or association within three years of City’s approval of the City contract entered into with the selected bidder via cooperative purchasing. The City Council has decided that the beneﬁts to the City of utilizing cooperative purchasing outweigh any incremental higher price that may be paid by the City in certain instances as a result of not soliciting directly utilizing the lowest responsible and responsive bidder standard under CMC 2610(i).

Sourcewell is a cooperative purchasing agency established to allow participating municipal agencies to reduce the cost of procurement by leveraging the beneﬁts of contract purchasing. Through solicitations, Sourcewell contracts bring considerable value and eﬃciencies to members through nationally leveraged contracted suppliers with access to the highest quality products and brands. Each solicitation and RFP contain language, which includes all qualiﬁed customers in all ﬁfty states. Sourcewell contract purchasing solutions are reviewed by the Sourcewell Board of Directors and awarded on the members' behalf. The City of Carson (ID# 38521) is a member of Sourcewell, and Sourcewell contracted with White Cap through Contract #091422-WCP for purchase of various equipment including such items as the cement mixing trailer proposed to be purchased by the City. The City’s Purchasing Manager has determined that the competitive bidding or proposal process utilized by Sourcewell complies with the requirements of Section 2611(g) of the CMC and has therefore, waived the formal bidding process for procurement of the concrete mixing trailer (Exhibit No. 3).

V. FISCAL IMPACT
There is no additional funding requested at this time. The total appropriation is available within the Public Works Department General Fund budget in Account Numbers: 101-80-840-108-6009, $50,000 and 101-80-840-106-6009, $7,023.20.

VI. EXHIBITS

1. Purchase Agreement

2. Sourcewell Contract

3. Draft Purchasing Waiver

Attachments
Exhibit 1 - Purchase Agreement Cement Mixing Trailer.pdf Exhibit 2 - White Cap Contract 091422.pdf
Exhibit 3 - Purchasing Waiver - 091422-WCP.pdf

01007.0006/1053787.1

PURCHASE AGREEMENT

BY AND BETWEEN

THE CITY OF CARSON AND
WHITE CAP, L.P

THIS PURCHASE AGREEMENT (“Agreement”) is executed this ______ day of __________________, 202 5 (“Effective Date”), by and between the CITY OF CARSON, a California municipal corporation (“City”) , and WHITE CAP, L.P , a Florida limited partnership authorized to do business in California (“Seller”). City and Seller may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the 1 Yard Towable Concrete Mixing Trailer described herein and specified in Exhibit “A” attached hereto and incorporated herein by this reference (“Goods”), for the total purchase price ("Purchase Price") set forth in Section 3.

2. Description of Goods. The Goods being sold by Seller to City consists of the Concrete Mixing Trailer, as described herein and as specified in Exhibit “A.”

3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods and their delivery is not to exceed Fifty Seven Thousand Twenty Three Dollars and Twenty Cents ($57,023.20), as provided in further detail in Exhibit “A”.

5. Representations and Warranties of Seller. Seller makes the following representations and warranties to City:

5.1. Authority and Consents. Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Seller's execution, delivery , and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and constitute the legal, valid and bindi ng obligations of Seller, enforceable against Seller in accordance with their respective terms.

01007.0006/1053787.1
the Goods for use in City’s operations and that City is relying on Seller's warranties that the Goods are fit for this purpose and the ordinary purposes for which the Goods are normally used.

6. Time of Delivery. The date and time of delivery of the Goods shall be no later than 120 days following issuance of a Notice to Proceed by City’s Contract Officer, or if elected by the City’s Contract Officer, as otherwise requested by the City, during City’s b usiness hours which are Monday through Thursday 7:00 am to 3:30 pm. In the latter case, City will provide Seller with a scheduled delivery date for the site listed in Section 7.

7. Place of Delivery . The Goods shall be delivered to City of Carson’s Corporate Yard, 18620 South Broadway, Carson, CA 90248 and offloaded there by Seller.

9. Inspection. After delivery of the Goods , City shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objections, unless City intends to accept the Goods in whole, in which case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the City, nor any defects later discovered by the City, and specified to the Seller in writing.

11. Insurance Coverages.

01007.0006/1053787.1
claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Seller 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. A policy of comprehensive automobile liability insurance written on a per occurrence basis 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 other automobile.
(d) Subcontractors. Seller 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 be subject to all of the requirements stated herein.
(e) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Seller 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 Seller.

01007.0006/1053787.1
or incur or which may be imposed upon them for injury to or death of persons, or damage to property (i) arising out of or from the Goods or delivery of the Goods, and (ii) to the extent arising from (a) Seller’s negligent acts, omissions or willful misconduct, (b) Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date, (c) Seller’s replacement of the Goods or any part thereof pursuant to this Agreement, and (d) Seller's breach of any of its representations, warranties or covenants under this Agreement.

15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective heirs, legal representatives, successors and assigns. All Goods manufacturer’s warranties shall be assigned to and turned over to the City.

18. Contract Officer. Kirby Jones, Public Works Superintendent or such person as may be designated by the City Manager is hereby designated as being the representative of the City authorized to act on its behalf with respect to th is Agreement and to make all decisions in connection therewith (“Contract Officer”).

01007.0006/1053787.1
mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Seller at: White Cap, L.P.
19130 S Figueroa St.

Gardena, CA 90248-4514
Attn: ________________

20. Warranty and 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 int erest 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. Seller 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, consideratio n, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Seller 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 payme nt 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. Seller 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.

Seller’s Authorized Initials _______

01007.0006/1053787.1

24. Termination. City may terminate this Agreement for any reason whatsoever, prior to delivery of the Goods and City’s payment of the Purchase Price therefor as set forth herein.

01007.0006/1053787.1
IN WITNESS WHEREOF, the Parties to this Agreement have duly executed in on the day 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;rjl]
SELLER:

White Cap, L.P., a Florida limited partnership
authorized to do business in California

Name:

Title:

Name:

Title:

Two corporate officer signatures required when Seller 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. SELLER’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 SELLER’S BUSINESS ENTITY.

01007.0006/1053787.1

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

01007.0006/1053787.1

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0006/1053787.1

EXHIBIT A

DESCRIPTION OF GOODS AND PRICING

Installation of the Goods is not within the scope of this Agreement.

Pricing is per Sourcewell Contract #091422-WCP

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Rev. 3/2022 1

Solicitation Number: RFP #091422

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and White Cap, L.P., 6250 Brook Hollow Pkwy., Suite 100, Norcross, GA 30071 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Facility MRO, Industrial, and Building-Related Supplies and Equipment from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires November 8, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to two times, for one additional year per extension, upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

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Rev. 3/2022 2

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be

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Rev. 3/2022 3

returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change;

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Rev. 3/2022 4

x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell

091422-WCP

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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

091422-WCP

Rev. 3/2022 6

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased

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Rev. 3/2022 7

by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

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Rev. 3/2022 8

E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES

Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers,

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Rev. 3/2022 9

resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

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15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

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x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

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4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other

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insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all

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references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of

091422-WCP

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not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any

091422-WCP

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person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

091422-WCP

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M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s

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Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell White Cap, L.P.

By: __________________________ By: __________________________ Jeremy Schwartz Rye Dugosh
Title: Chief Procurement Officer Title: National Sales Manager-Government

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________

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Bid Number: RFP 091422 Vendor Name: White Cap, LP

City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745
(310) 952-1758
Purchasing Waiver
In complian
ce with Chapter 6 (Purchasing System ) of Article II (Adminis tration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):
☒(A) Formal Bidding (Section 2611)
☐(B) Written Contract (Section 2605(1)(iii))
If (A) is selected above, please select the exception being exercised for this purchase:
☐(d) Emergency Purchasing (Section 2611(d))
☐(e) Sole Source Purchasing (Section 2611(e))
☐(f) Piggyback Purchasing (Section 2611(f))
☒(g) Cooperative Purchasing (Section 2611(g))
☐(i) Othe
r Purchase Exceptions (Section 2611(i)(1) through 2611(i)(18)) If (e) or (f) are selected above, please specify the contract number , awarding agency, and other contracting parties being exercised for this purchase:

Sourcewell Contract #091422-WCP | Exp: 11/8/2026 | Reference: Quote #64174269 Req # (if available):Click or tap here to enter text.

Vendor Name: White Cap, LP
Formal bidding and/or a written contract would normally be requi red b ecause the purchase is for
an amount $75,000 or more; here, the amount is $57,023.20.

Written justification or summary of purchase.

Yard Cement Mixer and Trailer equipment which will allow Public Works crew to mix their own cement. Staff would have the ability to mix exact amounts of concrete to fit the need of the specific job thereby eliminating excess waste. In addition, a City ow ned cement mixing trailer would provide staff the mobility to move cement from various jobsites as needed.

Purchasing: Authorized
Department Staff:
________________________________
________________________________
Josilla Togiola, Purchasing Manager Name/Title: Click or tap here to enter text. 2/26/2025 Date:Click or tap to enter a date.

*Attach all relative applicable documents including, but not limited to vendor quote, statement of sole source justification on vendor letterhead, relative contract agr eements for piggybacking or cooperative purchasing exceptions, etc.
**Attach a copy of the fully executed waiver to the corresponding requisition.

0224JT
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 40. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 3 TO EXTEND THE TERM OF THE CONTRACTSERVICES AGREEMENT WITH SOUTHERN COUNTIES OIL CO. DBA SC FUELS FOR BULK PURCHASING OFGASOLINE AND DIESEL FUEL FOR ONE YEAR AT A NOT-TO-EXCEED COST OF $345,000 (CITY COUNCIL) I. SUMMARY
Southern Counties Oil Company, dba SC Fuels ("SC Fuels") has been providing the City with bulk fuel (gasoline and diesel) since July 1, 2012. On June 19, 2018, the City approved a ﬁve-year contract with SC Fuels from July 1, 2018, through June 30, 2023, in the amount of $1,250,000 with an administrative option to extend the term for up to an additional two years in one-year increments (Exhibit 1; the "Agreement")). On June 20, 2023, the City Council approved Amendment No. 1 to the Agreement (Exhibit 2), which exercised the City's ﬁrst one-year option to extend and in doing so, increased the total Contract Sum to $1,650,000 and extended the term through June 30, 2024.

On September 3, 2024, the City Council approved Amendment No. 2 to the Agreement (Exhibit 3), which exercised the City's second one-year option to extend and in doing so, increased the total Contract Sum to $2,005,000 and extended the term through June 30, 2025.

Staff is now requesting that City Council approve Amendment No. 3 to the Agreement (Exhibit 4) to extend the term of the Agreement, with the extension period beginning July 1, 2025 and continuing through June 30, 2026, and with compensation not-to-exceed $345,000 for the one-year extension period.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 3 to the Agreement with SC Fuels (Exhibit 4; the "Draft Amendment"); and

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

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

IV. BACKGROUND
In 2012, the City entered into a three-year contract with Southern Counties Oil Company, dba SC Fuels, for bulk provision of gasoline and diesel fuel to the City for the period of time from July 1, 2012, through June 30, 2015. To enter into the contract, the City of Carson piggybacked on the purchasing contract between “The Cooperative Purchase Network” (TCPN) and SC Fuels.

In 2015, the City extended the 2012 contract for an extra $250,000 for an added year through June 30, 2016. On August 11, 2016, the City Council approved the issuance of a purchase order to extend the contract for six months through December 31, 2016, for another $125,000. On January 24, 2017, the City Council approved the issuance of another purchase order to extend the contract for six more months through June 30, 2017. On June 20, 2017, the City Council approved the issuance of a subsequent purchase order to extend the contract for another six months through December 31, 2017. On December 19, 2017, the City Council issued a ﬁnal purchase order to extend the contract for an added six-month period through June 30, 2018.

On June 19, 2018, the City Council approved the current Agreement with SC Fuels for on-call services in a not-to- exceed amount of $1,250,000 over an initial ﬁve-year term from July 1, 2018, through June 30, 2023 (Exhibit No. 1).

The approval included two one-year City options to extend the term of the Agreement.

Per Carson Municipal Code section 2611(i) (Other Purchases), “[t]he City Council has determined that the purchase of the following items does not require compliance with the bidding provisions of [the City’s purchasing ordinance, Chapter 6 of Article II of the CMC], so long as funds have been properly appropriated and such purchases conform with all other requirements of [the purchasing ordinance]: (11) Fuel purchases and other commodities that are subject to market pricing.” Under this authority, Council waived the formal process for bidding and competitive proposals for this purchase at the December 19, 2017, meeting.

On June 20, 2023, City Council approved the ﬁrst one-year extension option as memorialized in Amendment No. 1, which increased the total Contract Sum to $1,650,000 and extended the term through June 30, 2024. On September 9, 2024, City Council approved a second one-year extension option as memorialized in Amendment No. 2, which increased the total Contract Sum to $2,005,000 and extended the term through June 30, 2025.

Although there are no more options for the City to exercise to extend the term of the Agreement, pursuant to Carson Municipal Code (“CMC”) Article 2 Chapter 6 (“Carson Purchasing Ordinance”), this Agreement does not require compliance with the bidding provisions of Carson Purchasing Ordinance because the Agreement consists of “fuel purchases and other commodities that are subject to market pricing” under CMC 2611(i)(11).

Staff recommends that City Council approve the proposed Amendment No. 3 to extend the term of the Agreement in order to authorize continued Cardlock on-call services from SC Fuels at the same Pricing Methodology speciﬁed in the Agreement (as amended by Amendment No. 1 and Amendment No. 2), with compensation not-to-exceed $345,000 over the extension period. The new total Contract Sum will be $2,350,000.

V. FISCAL IMPACT
The estimated annual cost for fuel services is $345,000 per year. Allocations totaling $345,000 were included in the proposed FY 25/26 General Fund budget under account numbers 101-80-840-275-7005 and 101-80-840-275- 7006.

VI. EXHIBITS

1. SC Fuels Contract Services Agreement

2. Amendment No. 1 to SC Fuels Agreement

3. Amendment No. 2 to SC Fuels Agreement

4. Draft Amendment No. 3 to SC Fuels Agreement
Prepared by: Garrett Roberts, Principal Administrative Analyst

Attachments
Exhibit No. 1 SC Fuels Contract.pdf
Exhibit No. 2 SC Fuels Amendment 1.pdf
Exhibit No. 3 SC Fuels Amendment 2.pdf
Exhibit No. 4 SC Fuels Draft Amendment 3.pdf
0 I007.0006/469137.2

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
SOUTHERN COUNTIES OIL CO., a Calif. L.P. dba/SC Fuels
EXHIBIT NO. 2 9
Exhibit 1

Exhibit 2

- 1 -
01007.0001/1059930.3
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 3”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and SOUTHERN COUNTIES OIL CO. dba/SC Fuels, a California limited partnership (“Consultant”) is effective as of the ____ day of _______, 2025. City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated July 9, 2018 (“Agreement”), whereby Consultant agreed to provide on-call services related to bulk fuel purchasing of gasoline and diesel fuel and Cardlock fuel cards for a five (5) year term commencing on July 1, 2018 and ending June 30, 2023, for a total not to exceed Contract Sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), unless additional compensation was approved pursuant to Section 1.8.

B. In approving the Agreement, the City Council concurrently approved inclusion of an administrative option to extend the Agreement term for a two- year period, to be taken in one - year increments.

C. City and Consultant entered into an amendment to the Agreement dated July 1, 2023 (“Amendment No. 1”) to: (i) increase the Contract Sum by Fifty Thousand Dollars ($50,000) to fund the services needed for the initial five (5) year term, thereby increasing the Contract Sum for the initial five (5) year term to One Million Three Hundred Thousand Dollars ($1,300,000); (ii) extend the term by one (1) year, through June 30, 2024 (unless earlier terminated pursuant to Article 7 of the Agreement), at the same Pricing Methodology specified in the Agreement (except with respect to applicable tax rates as provided therein), and provide funding for the Services during this one-year extension period in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000), bringing the total Contract Sum over the six- year term to One Million Six Hundred Fifty Thousand Dollars ($1,650,000), with one remaining City option to extend the term of the Agreement for an additional one -year period thereafter; and (iii) effecti ve retroactively as of the commencement date of the Agreement, remove the language in Section II of Exhibit “C” (Schedule of Compensation) stating the following, which was originally included in the Agreement in error: “A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.” D. City and Consultant entered into a second amendment to the Agreement dated July 1, 2024 (“Amendment No. 2)” to exercise the City’s one remaining option to extend the term by one (1) year, thereby extending the term through June 30, 2025 (unless earlier terminated pursuant to Article 7 of the Agreement) at the same Pricing Methodology specified in the Agreement (as amended by Amendment No. 1). Funding for the Services during this one -year extension period was not to exceed Three Hundred Fifty-Five Thousand Dollars ($355,000), thereby increasing the total Contract Sum over the seven-year term to Two Million Five Thousand Dollars ($2,005,000). - 2 -
01007.0001/1059930.3
E. Although there are no more options for the City to exercise to extend the term of the Agreement, pursuant to Carson Municipal Code (“CMC”) Article 2 Chapter 6 (“Carson Purchasing Ordinance”), this Agreement does not require compliance with the bidding provisions of Carson Purchasing Ordinance because the Agreement consists of “fuel purchases and other commodities that are subject to market pricing” under CMC 2611(i)(11).

F. Accordingly, City and Consultant now desire to amend the Agreement to extend the term by one (1) year, thereby extending the term through June 30, 2026 (unless earlier terminated pursuant to Article 7 of the Agreement), at the same Pricing Methodology specified in the Agreement (as amended by Amendment No. 1 and Amendment No. 2), and to authorize the funding for the Services during this one -year extension period in an amount not to exceed Three Hundred Forty-Five Thousand Dollars ($345,000), thereby increasing the total Contract Sum over the eight-year term to Two Million Three Hundred Fifty Thousand Dollars ($2,350,000).

TERMS

1. Contract Changes. The Agreement is amended as provided herein ( strikethrough represents deleted language while bold italics represents added language).

A. Section 2.1 (Contract Sum) is hereby amended as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference.

The total compensation, including reimbursement for actual expenses, shall not exceed Two Million Three Hundred Fifty Thousand Dollars and No Cents ($2,350,000.00) Two Million Five Thousand Dollars and No Cents ($2,005,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.”
B. Section 3.4 (Term) is hereby amended as follows:
“3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding eight (8) seven (7) years commencing July 1, 2018, and terminating June 30, 2026 June 30, 2025.”
C. Section IV of Exhibit “C” (Schedule of Compensation) is hereby amended as follows:
“IV. The total compensation for the Services shall not exceed $2,350,000 $2,005,000 as provided in Section 2.1 of this Agreement.” - 3 -
01007.0001/1059930.3

2. Continuing Effect of Agreement. Except as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears i n the Agreement, it shall mean the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement (and as amended by Amendment No. 1 and Amendment No. 2). Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and in Amendment No. 1 and Amendment No. 2.

Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

5. Authority. The persons executing this Amendment No. 3 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 Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.

[SIGNATURES ON FOLLOWING PAGE]

- 4 -
01007.0001/1059930.3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the date and year first-above written.

CITY:

CITY OF CARSON, a California 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
[brj; mav]
CONSULTANT:

SOUTHERN COUNTIES OIL CO. dba/SC Fuels, a
California limited partnership

By:

Name:

Title:

By:

Name:

Title:

Address: 1800 W. Katella Ave., Suite 400
P.O. Box 4159
Orange, CA 92863-4159

01007.0001/1059930.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE

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)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/1059930.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE

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)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 6, 2025, 5:00 PM
CONSENT 41. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER AN AWARD OF A CONSTRUCTION CONTRACT FOR PROJECT NO. 1667:UPGRADE EXISTING TRAFFIC SIGNAL - AVALON BOULEVARD AT GARDENA BOULEVARD AND ADOPTRESOLUTION NO. 25-051, A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THEFISCAL YEAR 2024-25 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS (CITY COUNCIL) I. SUMMARY
Project No. 1667: Upgrade Existing Traﬃc Signal – Avalon Boulevard at Gardena Boulevard ) is included in the City’s Capital Improvement Program (CIP) list (Exhibit No. 1).

The project was advertised from November 7, 2024 to December 12, 2024. Six bids were received and opened by the Purchasing Division Manager on December 12, 2024. The lowest responsive and responsible bidder is Select Electric, Inc. (Select Electric) with a bid in the amount of $787,887.00.

The project is subject to the requirement of the City’s Project Labor Agreement (PLA). The selected contractor and all subcontractors have an obligation to comply with all the terms of the PLA.

Staff is requesting the City Council to award a construction contract to the lowest responsive, responsible bidder, Select Electric, in the amount not to exceed $787,887.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a Construction Contract for Project No. 1667: Upgrade Existing Traﬃc Signal – Avalon Boulevard at Gardena Boulevard in the amount of $787,887.00 to the lowest responsible bidder, Select Electric, Inc.

2. AUTHORIZE the Mayor to execute a construction contract following approval as to form by the City Attorney.

3. ADOPT Resolution 25-051, "A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS" (Exhibit No. 2) III. ALTERNATIVES

1. REJECT all bids.

2. TAKE another action the City Council deems appropriate consistent with the requirements of the law.

IV. BACKGROUND
The City’s Capital Improvement Program (CIP) calls for the construction of Project No. 1667: Upgrade Existing Traﬃc Signal – Avalon Boulevard at Gardena Boulevard.

The proposed project includes the construction of roadway and traﬃc signal modiﬁcations at the existing traﬃc signal-controlled intersection of Avalon Boulevard and Gardena Boulevard in the City of Carson. Gardena Boulevard is an east-west collector and Avalon Boulevard is a north-south arterial, the intersection is located in the northern section of the City of Carson. Both streets experience signiﬁcant travel delays, partially due to deﬁcient levels of service at the intersection of Gardena Boulevard and Avalon Boulevard. The traﬃc signal at this intersection will be upgraded and improved to provide new left turn phases at the north and south approaches, a video detection system, emergency vehicle preemption operation, upgraded safety lighting, and pedestrian head upgrades. The proposed traﬃc signal upgrade will signiﬁcantly improve the level of service by optimizing traﬃc ﬂow and minimizing congestion. By regulating the ﬂow of vehicles through dedicated signal phases, it will create a more organized and eﬃcient movement of traﬃc. The traﬃc signal controllers will be programmed to ensure eﬃcient and safer vehicle, pedestrian, and bicycle travel; improve the level of service; and reduce delays at the project intersection.

The project was advertised for construction bids through IFB No. 24-024, and on December 12, 2024, six bids were received through PlanetBids and opened by the Purchasing Division Manager at the City Clerk’s oﬃce (Exhibit No. 3). The bid results are listed below:

No.Bidder Place of BusinessBid Amount
1 Select Electric, Inc. Anaheim, CA $787,887.00
2 International Line Builders, Inc.Corona, CA $800,883.00 3 Elecnor Belco Electric, Inc.Chino, CA $805,975.00
4 Crosstown Electrical & DataIrwindale, CA $926,564.00
5 Comet Electric Chatsworth, CA $983,069.00
6 Baker Electric & Renewables LLC Escondido, CA$1,019,421.53 In reviewing the bid documents submitted by Bidder No. 1, Select Electric, Inc., it was determined that Select Electric’s bid was responsive with all the required bid documents provided including the PLA Letter of Assent. Select Electric is a bonaﬁde contractor licensed in the State of California and is registered with the Department of Industrial Relations. The bid bond, in the amount of 10% of the total bid, as supplied by Fidelity and Deposit Company of Maryland is in order and was submitted with the bid. Select Electric indicated that they will self-perform 80% of the contract work that exceeds the minimum percentage required by the project speciﬁcations.

In addition, Select Electric has completed similar projects in nearby jurisdictions in the past, all in a satisfactory manner.

Pursuant to Carson Municipal Code Section 2610, a notice of intent to award was sent to all actual bidders by email on February 27, 2025 stating the city’s intent to award a construction contract to Select Electric. The notice also stated that bidders who wish to submit a protest regarding the bid result must comply with the requirements of the Carson Municipal Code Section 2613. No protests were received within the allotted time frame nor as of the date of this report.

Staff, therefore, recommends the award of a construction contract to the lowest responsive and responsible bidder Select Electric, Inc. with a bid in the amount of $787,887.00 (Exhibit No. 4).

The accomplished and anticipated timeline for this project is as follows:

Preparation of Plans, Speciﬁcations, and EstimatesCompleted Advertise Notice Inviting Bids Completed
Award of Construction Contract April 2025
Contract Execution May 2025
PO Issuance June 2025
Start of Construction July 2025
Completion of Construction January 2026
Project Close-Out February 2026
The project may experience delays depending on the availability of materials, and prevailing weather conditions, and staff may have to adjust the project schedule accordingly. These factors will be closely monitored to manage the schedule and minimize any potential disruptions to the projects completion.

Staff requests that the City Council award a Construction Contract to Select Electric, Inc. in the amount not to exceed $787,887.00.

V. FISCAL IMPACT
The total construction bid amount is $787,887.00. The amount of $450,000.00 is included in the adopted FY 24/25 budget as follows; $150,000 in Development Impact Fee (DIF) Traﬃc (289-80-820-904-8023) and $300,000 in Measure R funding account 254-80-820-904-8013.

Additionally, the City was awarded a grant in the amount of $350,000 from Los Angeles County Metropolitan Transportation Authority (Metro) reimbursable grant (Exhibit No. 5). If the proposed Resolution 25-051 is approved by Council, the $350,000 Metro grant funds will be allocated into expenditure account 282-80-820-904-8023.

VI. EXHIBITS

1. Location Map

2. Resolution No. 25-051

3. Bid Register

4. Public Works Construction Agreement

5. Metro grant agreement
Prepared by: Gilbert M. Marquez, P.E., City Engineer, John C. Merrill, P.E., T.E., Traﬃc Engineer, and Ian Holst, P.E.,Associate Civil Engineer

Attachments
Location Map 1667.pdf
Reso 25-051 Traﬃc Signal Upgrade
BID REGISTER.pdf
Street Electric PW Contract
Metro grant agreement
EXHIBIT NO. 1

RESOLUTION NO. 25-051

A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2024-25 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS WHEREAS the City Council adopted the Fiscal Year 2024-25 (FY24-25) budget on June 18, 2024 for the General Fund and Special Revenue Funds of the City via Resolution No. 24-056; and WHEREAS, on November 7, 2024, the project was advertised for construction bids through IFB No. 24-024, advertisement for bids; and
WHEREAS, Select Electric, Inc. is the lowest bidder to provide the construction of roadway and traffic signal modifications at existing traffic-controlled intersections; and

WHEREAS, the City Council has determined it necessary to amend the FY2024-25 General Fund budget and Special Revenue Funds budget.

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

Section 1. The following reimbursable amendment(s) will be made to the City’s FY2024-25 budget.

Account Description Increase/(Decrease)
282-80-820-904-8023-PW1667 Infrastructure Roadways $350,000

Section 2. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY2024-25 budget on file, and effective as of May 6, 2025 the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 6th day of May, 2025.

APPROVED

_________________________ ________________________
Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor

ATTEST:

_______________________________
Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-051 adopted by the City of Carson City Council at its meeting held on May 6, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMEBES:

ABSENT:

COUNCIL MEMBERS:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk

CITY OF CARSON
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01007.0006/1060572.1 1

PUBLIC WORKS AGREEMENT

BETWEEN THE CITY OF CARSON AND
SELECT ELECTRIC, INC.

THIS PUBLIC WORKS AGREEMENT (“ Agreement”) is made and entered into this _________ day of _________, 2025, by and between the City of Carson, a California charter city (“City”) and Select Electric, Inc. , a California corporation (“Contractor”). City and Contractor may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

RECITALS
A. T he City desires to retain Contractor, on an independent contractor basis, to perform services for public works, as more particularly described below.

B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. Pursuant to the City of Carson Municipal Code and California state law, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of th e services and desire that the terms of that performance be as particularly defined and described herein.

AGREEMENT
ARTICLE 1. CONTRACTOR SERVICES

1.1 Scope of Work.

The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the Bid Documents for the project entitled Project No. 1667: Traffic Signal Modification – Avalon Boulevard & Gardena Boulevard (“ Project”). All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations . As used herein, “ Bid Documents” refers to all of the documents included i n the solicitation of bids for the Project, including but not limited to, the Invitation for Bids, Instructions to Bidders, Bid or Bid Proposal, Contract Documents, Special Provisions, Technical Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein. The Bid Documents are incorporated into this Agreement and made part -2-
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hereof. In the event of any conflict between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern.

1.2 Incorporation of Greenbook.

The provisions of the 2021 Edition of the Standard Specifications for Public Works Construction, as updated by errata, (“Greenbook” ) are incorporated herein, except as explicitly modified by the Bid Documents. In the event of any conflict between the provisions of the Greenbook and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Labor and Wage Laws.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ( “DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) R
egistration with DIR . Pursuant to Labor Code section 1771.1, Contractor 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) P revailing Wages . Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. 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 Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d) P enalty for Failure to Pay Prevailing Wages . Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
(e) P
ayroll Records . Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified 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. -3-
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(f) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations T itle 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g) E
ight- Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810.
(h) P enalties for Excess Hours . Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty- five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(i) Wo
rkers ’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers ’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
(j) Contractor’s Responsibility for Subcontractors . For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.
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1.4 Compliance with Project Labor Agreement
If and to the extent that the work to be performed under this Agreement is within the scope of the City’s Project Labor Agreement , which was fully executed as of March 4, 2020, by and between the City and the Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions (the “Project Labor Agreement”), City and Contractor acknowledge and agree that Contractor is required to comply with the provisions of the Project Labor Agreement, and that in the event of a conflict between the provisions of this Agreement and the Project Labor Agreement, the Project Labor Agreement shall supersede and take precedence over the conflicting provision(s) of this Agreement.

1.5 Licenses, Permits, Fees and Assessments.

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

1.6 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilitie s, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the condit ions there existing, prior to commencement of services hereunder.

1.7 Discovery of Unknown Conditions.
(a) Pursuant to Public Contract Code section 7104, Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a C lass I, II, or III disposal site in accordance with existing law; (ii) subsurface or latent physical conditions at the site, materially different from those indicated by information about the site made availab le to bidders prior to the deadline for submitting bids on the project; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work, shall issue a change order in accordance with this Agreement.
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(c) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

1.8 Unidentified Utilities.

1.9 Trench Excavation.

Pursuant to Labor Code section 6705, if this Agreement is for more than $25,000 and requires the excavation of any trench or trenches five feet or more in depth, Contractor shall submit, in advance of such excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. The plan shall be reviewed and accepted by the City, or a registered civil or structural engineer employed by the City to whom authority has been delegated, prior to the excavation. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. This section shall not be deemed to allow the use of a shoring, sloping, or protective system l ess effective than that required by the Construction Safety Orders. This subsection shall not be construed to impose tort liability on the City or any of its employees. Full compensation for sheeting, shoring, bracing, sloping, and all other provisions required for worker protection shall be considered as included in the contract price shown in the appropriate Bid Item, and no additional compensation will be allowed therefor.

1.10 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or oth er components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’ s own -6-
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negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City ’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.11 Warranty.

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

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

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

1.12 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the City’s Director of Public Works or City Engineer, or either of their designees, to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change -7-
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Orders must be signed by the Contractor and City’s Director of Public Works or City Engineer, or either of their designees, prior to commencing the extra work thereunder. (b) Any increase in compensation of up to the amount of contingency approved by the City Council at the time the Project was awarded to Contractor plus any additional subsequent contingency approved by the City Council , if any, taken either separately or cumulatively, or any increase in the time to perform of up to one hundred eighty (180) days and which are not detrimental to the Work or to the interest of the City, may be approved by the City’s Director of Public Works or City Engineer, or either of their designees . Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Contractor’s Bid . If the rates in the Contractor’s Bid do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and City’s Director of Public Works or City Engineer, or either of their designees. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: The cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) M
aterials and Equipment : The cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. -8-
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1.13 CARB Compliance.

For a project involving the use of in- use off-road diesel-fueled vehicles, as defined by 13 CCR 2449, Contractor shall obtain copies of the valid Certificates of Reported Compliance, as described in 13 CCR 2449(n), for the fleet performing services pursuant to this contract and all listed subcontractors, if applicable, prior to commencing any work pursuant to this Contract or any renewed contract with that fleet. Contractor shall indemnify, defend and hold harmless the District, its officers, agents, employees and directors from any liability imposed arising from Contractor’s violation of any regulation set forth in 13 CCR 2449.

1.14 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.

2.2 Invoices.

All invoices shall include a copy of Contractor’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors providing services under this Agreement, as applicable, with Contractor ’s first invoice. If these rates change at any time during the term of the Agreement, Contractor shall submit a new list of rates to the City with its first invoice following the effective date of the rate change.

2.3 Payment.
(a) Payments Made b y City . City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed -9-
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or expenses incurred by Contractor which are disputed by City, City will cause Contractor to be paid any progress payment within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid any progress payment within thirty (30) days of receipt of an undisputed and properly submitted invoice and provided the Project is for construction, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
(b) Payments Made by Contractor to Subcontractors . Contractor shall remit payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar days if payments are owed by Contractor to any subcontractor other than a small business enterprise.

2.4 Retention.

In the event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed one hundred fifty percent (150%) of the disputed amount.

2.5 Waiver.

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

2.6 Substitution of Securities.

(a) In conformance with the State of California Public Contract Code, Part 5, Section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.

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(b) At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor’s direct deposit of securities as a substitute for retention earnings required to be withheld by the City. Upon Contractor’s completion of its obligations hereunder, as evidenced by the City’s acceptance of the work pursuant to Section 3.3 hereof, the escrow agent shall return the securities to Contractor. The escrow agent shall notify the City within ten (10) days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention. Securities sha ll be held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Contractor shall complete the Project within one hundred (100) calendar days after receiving a “ Notice to Proceed ” from the City in accordance with any schedule contained in or required to be provided by the Proposal or Bid Documents, and any revisions thereof approved by the City in writing. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. The term of this Agreement shall expire one (1) year following City’s acceptance of the Project.

3.2 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Thousand Dollars ($1,000.00) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold any accrued liquidated damages from any monies payable on account of se rvices performed by the Contractor. To the extent required by Government Code section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the work when such delay was caused by the failure of the City or owner of the utility to provide for removal or relocation of utility facilities.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager 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 Project Manager such delay is justified. The Project Manager ’s determination -11-
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shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

James Staab ______________ President ________________
(Name) (Title)
________________________ ________________________
(Name) (Title)
________________________ ________________________
(Name) (Title)
The Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor ’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in -12-
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writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor ’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Project Manager.

The Project Manager shall be Ian Holst, PE, PMP, Associate Civil Engineer, or any other person as may be designated by the City’s Director of Public Works or City Engineer . It shall be the Contractor’s responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager . The Project Manager shall have authority, if specified in writing by the City’s Director of Public Works or City Engineer , to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

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

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by l aw for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or cont rol of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
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ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form ISO CGL CG 00 01 or equivalent, in an amount not less than $ 5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) A
utomobile liability insurance . Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form ISO CA 00 01, including “any auto” and endorsement CA 0025 or equivalent, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $2,000,000 combined single limit for each accident. (c) Wo rkers ’ compensation insurance . Contractor shall maintain Workers ’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(d) B uilder’s Risk Insurance. Contractor shall maintain Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions. The policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming w ork, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the project; (4) ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) ocean marine cargo coverage insuring any pro ject materials or supplies, if applicable; (7) coverage with sub- limits sufficient to insure the full replacement value of any property or equipment stored either on or off the project site or any staging area.

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(e) Pollution Liability Insurance. Contractor shall maintain Environmental Impairment Liability insurance, written on a C ontractor’s Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and $2,000,000 in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the policy must include work performed “by or on behalf ” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

5.2 General Insurance Requirements.
(a) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (b) P
roof of Insurance. Contractor shall provide certificates of insurance and endorsements to City as evidence of the insurance coverages required herein, along with a waiver of subrogation endorsement for workers ’ compensation. Insurance certificates and endorsements must be approved by City’ s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certifie d copies of all required insurance policies, at any time.
(c) D
uration of C overage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (d) P
rimary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’ s own insurance or self-insurance shall be called upon to protect it as a named insured.
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(e) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) Wai
ver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) E
nforcement of C ontract Provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) R
equirements Not Limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) N
otice of C ancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) A
dditional Insured S tatus. General and auto liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) P
rohibition of Undisclosed C overage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) S
eparation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer ’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. -16-
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(m) Pass Through Clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor , provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) A
gency ’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor , the City and Contractor may renegotiate Contractor’s compensation.
(o) S
elf -Insured Retentions . Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self -insurance will not be considered to comply with these specifications unless approved by City.
(p) T
imely Notice of C laims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor ’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) A
dditional I nsurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

Carson City CouncilMay 6, 2025

Carson City Council
May 6, 2025