Carson City Council
June 17, 2025

C. Finish: All fence components shall be subject to a six-stage pretreatment/wash followed by an electrostatic spray application of a "no-mar" TGIC polyester powder coat finish with a minimum thickness of 2-4 mils. The color shall be (specify black, bronze or white).

D. Panels and rails must meet IBC compliance. Panel, post and bracket assemblies shall be subjected to structural performance testing according to Chapter 17 – Structural Tests and Special Inspections – International Building Code (IBC) 2018. Physical testing to be completed by accredited third party testing facility. Completed assembly shall demonstrate loading capacity of 2.5 times prescribed design loads found in section 1607.8.1, 1607.8.1.1 and 1607.8.1.2 of IBC 2018 for Handrails and Guards. IBC compliant fence system requirements detailed within Table 4.

E. Swing gates shall be fabricated using 1-1/4" x 1-7/16" Forerunner rail, 1.75” sq. x .125” gate ends, and 3/4” sq. x .080 pickets. Gates that exceed 6’ in width will have a 1.75” sq. x .125” intermediate upright. All rail and upright intersections shall be joined by welding. All picket and rail intersections shall also be joined by welding.

PART 3 - EXECUTION

3.1 PREPARATION
A. All new installation shall be laid out by the contractor in accordance with the construction plans.

3.2 FENCE INSTALLATION
A. Fence post shall be spaced according to Table 3, plus or minus ½”. For installations that must be raked to follow sloping grades, the post spacing dimension must be measured along the grade. Fence panels shall be attached to posts with brackets supplied by the manufacturer. Posts shall be set in concrete SECTION 32 3119

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footers of sufficient depth and diameter to meet project specific requirements and conforms to any federal, state, and/or local codes. The “Earthwork” and “Concrete” sections of this specification shall govern material requirements for the concrete footer. Posts setting by other methods such as plated posts or grouted core-drilled footers are permissible only if shown by engineering analysis to be sufficient in strength for the intended application.

3.3 FENCE INSTALLATION MAINTENANCE
A. When cutting/drilling rails or posts adhere to the following steps to seal the exposed surfaces; 1) Remove all metal shavings from cut area. 2) Apply custom finish paint matching fence color. Failure to seal exposed surfaces per steps 1 & 2 above will negate warranty. Ameristar spray cans or paint pens shall be used to finish exposed surfaces; it is recommended that paint pens be used to prevent overspray. Use of non-Ameristar parts or components will negate the manufactures’ warranty.

3.4 GATE INSTALLATION
A. Gate posts shall be spaced according to the manufacturers’ gate drawings, dependent on standard out-to-out gate leaf dimensions and gate hardware selected. Type and quantity of gate hinges shall be based on the application; weight, height, and number of gate cycles. The manufacturers’ gate drawings shall identify the necessary gate hardware required for the application. Gate hardware shall be provided by the manufacture of the gate and shall be installed per manufacturer’s recommendations.

3.5 CLEANING
A. The contractor shall clean the jobsite of excess materials; post-hole excavations shall be scattered uniformly away from posts.

Table 1 – Minimum Sizes for Posts
Fence Posts Panel Height
2-1/2” x 2-1/2” x
.060”
w/ reinforced web
Up to 6’ Height
Gate Height
Gate Leaf Up to & Including 4’ Over 4’ Up to &
Including 5’
Over 5’ Up to &
Including 6’
Up to 4’ 2 1/2” x 2-1/2” x .060”
Alum.
3” x 3” x .120” Alum.
4” x 4” x .250”
Alum. or
3” x 3” x 12ga.

Steel
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4’1” to 6’ 3” x 3” x .120” Alum. 4” x 4” x .250” Alum. or 3” x 3” x 12ga. Steel
3” x 3” x 12ga.

Steel
6’1” to 8’ 4” x 4” x .250” Alum. or
3” x 3” x 12ga. Steel 4” x 4” x 11ga. Steel 4” x 4” x 11ga.

Steel
Table 2 – Coating Performance Requirements
Quality
Characteristics
ASTM Test Method Performance Requirements
Adhesion D3359 – Method B Adhesion (Retention of Coating) over 90% of test area (Tape and knife test).

Corrosion
Resistance
B117 & D1654 Corrosion Resistance over 1000 hours
(Scribed per D1654; failure mode is
accumulation of 1/8” coating loss from
scribe or medium #8 blisters).

Impact
Resistance
D2794 Impact Resistance over 60 inch lb.
(Forward impact using 0.625” ball).

Weathering
Resistance
D822, D2244, D523 (60˚
Method)
Weathering Resistance over 1,000
hours (Failure mode is 60% loss of
gloss or color variance of more than 3
delta-E color units).

Table 3 –Post Spacing By Bracket Type
Span 8’ Nominal (91-3/4” Rail)
Post Size 2-1/2” 2-1/2” 3” 2-1/2” 3”
Bracket Type Echelon Plus
Line
Boulevard
(ABB3)
Echelon Plus
Swivel*
(ABB2)
Echelon Plus
Flat Mount
(ABB1)
Post Settings
± 1/4” O.C. 95” *95” *95-1/2” 95” 95-
1/2”
Span 6’ Nominal (73-1/16” Rail)
Post Size 2-1/2” 2-1/2” 3” 2-1/2” 3”
Bracket Type Echelon Plus
Line
Boulevard
(ABB3)
Echelon Plus
Swivel*
(ABB2)
Echelon Plus
Flat Mount
(ABB1)
Post Settings
± 1/4” O.C. 76-1/4” *76-1/4” *76-3/4” 76-1/4” 76-
3/4”
*Note: When using ABB2 swivel brackets on either or both ends of a panel installation, care must be taken to ensure the spacing between post and adjoining pickets meets applicable codes. This will require trimming one or both ends of the panel.

END OF DOCUMENT
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PART 1 - GENERAL

1.1 Summary
A. It is the intent of the Specifications and Drawings that the finished system is complete in every respect and shall be ready for operation satisfactorily to the City.

B. The work shall include all materials, labor, services, transportation, and equipment necessary to perform the work as indicated on the Drawings, in these Specifications, and as necessary to complete the contract.

C. Related Sections.

Section 32 9000: Landscaping
D. The Standard Specifications for Public Works Construction, “Greenbook,” latest edition, is referenced as if herein contained and the Contractor shall keep a copy at the project site. These Specifications shall supersede conflicts with information given in the “Greenbook,” unless otherwise determined by the city.

1.2 Construction Drawings
A. Due to the scale of the Drawings, it is not possible to indicate all offsets, fittings, sleeves, etc. which may be required. Contractor shall carefully investigate the structural and finished conditions affecting all of his work and plan his work, accordingly, furnishing such fittings, etc. as may be required to meet such conditions. Drawings are generally diagrammatic and indicative of the work to be installed. The work shall be installed in such a manner as to avoid conflicts between irrigation systems and any obstacles existing or proposed, including but not limited to building footings, underground utility structures, utility lines, architectural features, trees (new or existing), and buried boulders known or unknown.

B. All work called for on the Drawings by notes or details shall be furnished and installed whether or not specifically mentioned in the Specifications.

When an item is shown on the Plans but not shown on the Specifications or vice versa, it shall be deemed to be as shown on both. The Engineer shall have final authority for clarification.

C. Do not willfully install the irrigation system as shown on the Drawings when it is obvious in the field that obstructions, grade differences or discrepancies in area dimensions exist that might not have been considered in engineering. Such obstructions or differences shall be SECTION 32 8400

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brought to the attention of the Engineer as soon as detected. In the event this notification is not performed, pay, at Contractor’s sole cost, for any revision necessary.

1.3 Quality Assurance
A. Provide at least one English speaking person who shall be present at all times during execution of this portion of the work and who shall be thoroughly familiar with the type of materials being installed and the manufacturer's recommended methods of installation and who shall direct all work performed under this Section.

B. Manufacturer's directions and detailed Drawings shall be followed in all cases where the manufacturer of articles used furnishes directions covering points not shown in the Drawings and Specifications.

C. All local, municipal, and state laws, rules and regulations governing or relating to any portion of this work are hereby incorporated into and made a part of these Specifications, and their provisions shall be carried out by the Contractor. Anything contained in these Specifications shall not be construed to conflict with any of the above rules and regulations of the same. However, when these Specifications and Drawings call for or describe materials, workmanship, or construction of a better quality, higher standard, or larger size than is required by the above rules and regulations, the provisions of these Specifications and Drawings shall take precedence.

D. All materials supplied for this project shall be new and free from any defects. All defective materials shall be replaced immediately at no additional cost to City.

E. Obtain the required licenses and permits including payments of charges and fees, give required notices to public authorities, verify permits secured or arrangements made by others affecting the work of this Section.

1.4 Submittals
A. Materials List:

1. After award of contract and before any irrigation system materials are delivered to the job site, submit to the Engineer a complete list of all irrigation systems, materials, or processes proposed to be furnished and installed as part of this contract.

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2. Show manufacturer's name and catalog number for each item, furnish complete catalog cuts and technical data, furnish the manufacturer's recommendations as to the method of installation.

3. No substitutions will be allowed without prior written acceptance by the Engineer.

4. Manufacturer's warranties shall not relieve the Contractor of its liability under the guarantee. Such warranties shall only supplement the guarantee.

B. Substitutions:

If the Contractor wishes to substitute any equipment or materials for equipment or materials listed on the irrigation Drawings and Specifications, it may do so by providing the following information to the Engineer for approval.

1. Provide a written statement indicating the reason for making the substitution.

2. Provide catalog cut sheets, technical data, and performance information for each substitute item.

3. Provide in writing the difference in installed price if the item is accepted.

1.5 Existing Conditions
A. Verify and be familiar with the locations, size, and detail of points of connection provided as the source of water and electrical supply, connection to the irrigation system.

B. Irrigation design is based on the available static water pressure shown on the Drawings. Verify static water on the project prior to the start of construction. Should a discrepancy exist, notify the Engineer authorized representative prior to beginning construction.

C. Prior to cutting into the soil, locate all cables, conduits, sewer septic tanks, and other utilities as are commonly encountered underground, and it shall take proper precautions not to damage or disturb such improvements. If a conflict exists between the obstacles and the proposed work, promptly notify the Engineer who will arrange for relocations. Proceed in the same manner if a rock layer or any other such conditions are encountered.

D. Protect all existing utilities and features to remain on and adjacent to the project site during construction. Repair, at its sole cost, all damage resulting from its operations or negligence.

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1.6 Inspections
A. Permit the Engineer to visit and inspect at all times any part of the work and shall provide safe access for such visits.

B. Where the Specifications require work to be tested by the Contractor, it shall not be covered over until accepted by the Engineer. Notify the Engineer, a minimum of 48 hours in advance of where and when the work is ready for testing. Should any work be covered without testing or acceptance, it shall be, if so ordered, uncovered at the Contractor's sole expense.

C. Inspections will be required for the following at a minimum:

1. System layout

2. Pressure test irrigation main line (Six hours at 125 PSI) lateral lines (2 hours at 100 psi).

3. Coverage test for all spray irrigation areas prior to start of weed abatement period. (refer to Section 32 900 Landscaping for Weed Abatement Period)

4. Final inspection prior to start of maintenance period

5. Final acceptance
D. Site observations and testing will not commence without the record Drawings as prepared by the irrigation contractor. Record Drawings must complete and up to date for each site visit.

E. Work that fails testing and is not accepted will be re-tested. Hourly rates and expenses of the Engineer for re-inspection or re-testing will be paid by the Contractor at no additional expense to City.

1.7 Storage and Handling
A. Use all means necessary to protect irrigation system materials before, during, and after installation and to protect the installation work and materials of all other trades. In the event of damage, immediately make all repairs and replacements necessary to the acceptance of the Engineer and at no additional cost to the City.

B. Exercise care in handling, loading, unloading, and storing plastic pipe and fittings under cover until ready to install. Transport plastic pipe only on a vehicle with a bed long enough to allow the pipe to lay flat to avoid undue bending and concentrated external load.

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1.8 Cleanup and Disposal
A. Dispose of waste, trash, and debris in accordance with applicable laws and ordinances and as prescribed by authorities having jurisdiction. Do not bury waste material and debris on the site. Burning of trash and debris will not be permitted. Remove and dispose of rubbish and debris generated by his work and workmen at frequent intervals or when ordered to do so by the Engineer.

B. At the time of completion the entire site will be cleared of tools, equipment, rubbish, and debris which shall be disposed of off-site in a disposal area that is fully and legally licensed.

1.9 Turnover Items
A. Drawings of Record:

1. Record accurately on one set of Drawings all changes in the work constituting departures from the original Drawings.

2. The changes and dimensions shall be recorded in a legible and workmanlike manner to the satisfaction of the City. Prior to final inspection of work, submit record Drawings to the Engineer.

3. Dimensions from/to permanent points of reference such as buildings, sidewalks, curbs, etc. shall be shown. Data on record Drawings shall be recorded on a day-to-day basis as the project is being installed. All lettering on Drawings shall be minimum 1/8 inch in size.

4. For systems where a flow sensor has been installed, provide flow sensor gallons per minute (GPM) data for all irrigation control valves.

5. Show locations and depths of the following items:
a. Point of connection (including water P.O.C., master control valves, quick couplers, etc.)
b. Routing of sprinkler pressure lines (dimensions shown at a maximum of 100 feet along routing)
c. Isolation valves
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d. Automatic remote-control valves
e. Quick coupling valves
f. Routing of control wires
g. Irrigation controllers
h. Location of drip zones, flush valves, and air relief valves i. Related equipment (as may be directed)

6. Maintain record Drawings on site at all times. Upon completion of work, transfer all as-built information and dimensions to reproducible mylar prints or per the direction of the Engineer.

B. Equipment:

1. Supply the following items:
a. Two (2) wrenches for disassembly and adjustment of each type of sprinkler head used in the irrigation system.
b. Two (2) 30-inch sprinkler keys for manual operation of control valves.
c. Two (2) quick coupler keys with a 1" bronze hose bib, bent nose type with hand wheel and two coupler lid keys.
d. Two (2) valve box cover key or wrench.
e. Four (4) extra sprinkler heads of each size and type. f. 250 feet of additional drip line and 100 feet blank roll. g. 200 drip line staples.

2. The above equipment shall be turned over to the Engineer at the final inspection.

1.10 Completion
A. At the time of the pre-maintenance period inspection, the Engineer and governing agencies will inspect the work and, if not accepted, prepare a list of items to be completed by the Contractor. At the time of the post- SECTION 32 8400

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maintenance period or final inspection the work will be re-inspected and final acceptance will be in writing by the Engineer.

B. The City Engineer shall have final authority on all portions of the work.

C. After the system has been completed, the Contractor shall instruct City’s authorized representative in the operation and maintenance of the irrigation system and shall furnish a complete set of operating and maintenance instructions.

D. Without any additional expense to the City, repair any settling of trenches, which may occur during the one-year period following acceptance, to the City’s satisfaction. Repairs shall include the complete restoration of planting, paving or other improvements determined damaged as the result of work.

E. Program the irrigation controller for the maintenance period/plant establishment to the satisfaction of the Engineer.

1.11 Guarantee
A. The entire irrigation system shall be unconditionally guaranteed against all defects and fault of material and workmanship, including settling of backfilled areas below grade, for a period of one (1) year following the filing of the Notice of Completion. The guarantee shall be valid unless existing equipment utilized on the project fails within the guarantee period.

B. Should any problem with the irrigation system be discovered within the guarantee period, and at no additional expense to City, correct it within ten (10) calendar days after receipt of written notice from City. When the nature of the repairs as determined by the City constitute an emergency (i.e., broken pressure line) the City may proceed to make repairs at the Contractor's expense. Any and all damages to existing improvement resulting either from faulty materials or workmanship, or from the necessary repairs to correct same, shall be repaired to the satisfaction of the owner by the Contractor, all at no additional cost to the City.

C. Guarantee shall be submitted on Contractors own letterhead as follows:

GUARANTEE FOR SPRINKLER IRRIGATION SYSTEM
We hereby guarantee that the sprinkler irrigation system we have furnished and installed is free from defects in materials and workmanship, and the work has been completed in accordance with the Drawings and Specifications, ordinary wear and tear and unusual abuse, or neglect SECTION 32 8400

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excepted. We shall repair or replace any defective material during the period of one year after date of filing of the Notice of Completion and also repair or replace any damage resulting from the repairing or replacing of such defects at no additional cost to the owner. We shall make such repairs or replacements within 10 calendar days following written notification by the owner. In the event of our failure to make such repairs or replacements within the time specified after receipt of written notice from owner, we authorize the owner to proceed to have said repairs or replacements made at our expense and we will pay the costs and charges therefor upon demand.

PART 2 - MATERIALS

2.1 Summary
Use only new materials of the manufacturer, size and type shown on the Drawings and Specifications. Materials or equipment installed or furnished that do not meet City standards will be rejected and shall be removed from the site at no expense to the City.

2.2 Pipe
A. All pressure supply lines downstream of backflow prevention unit shall be Class 315 solvent weld PVC. Piping shall conform to ASTM 1785.

B. All non-pressure lines downstream of the remote-control valve shall be Schedule 40 solvent weld PVC conforming to ASTM D1785.

2.3 Plastic Pipe and Fittings
A. Pipe shall be marked continuously with manufacturer's name, nominal pipe size, schedule or class, PVC type and grade, National Sanitation Foundation approval, Commercial Standards designation, and date of extrusion.

B. All plastic pipe shall be extruded of an improved PVC virgin pipe compound in accordance with ASTM D2241 or ASTM D1785.

C. All solvent weld PVC fittings shall be standard weight Schedule 40 and shall be injection molded of an improved virgin PVC fitting compound. Slip PVC fittings shall be the "deep socket" bracketed type. Threaded plastic fittings shall be injection molded. All tees and ells shall be side gated. All fittings shall conform to ASTM D2466.

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D. All threaded nipples shall be standard weight Schedule 80 with molded threads and shall conform to ASTM D1785.

E. All solvent cementing of plastic pipe and fittings shall be a two-step process, using primer and solvent cement applied per the manufacturer's recommendations. Cement shall be of a fluid consistency, not gel-like or ropy. Solvent cementing shall be in conformance with ASTM D2564 and ASTM D2855.

F. When connection is plastic to metal, female adapters shall be hand tightened, plus one turn with a strap wrench. Joint compound shall be non- lead base Teflon paste, tape, or approved equal.

2.4 Backflow Prevention Unit
A. Existing Protect in Place

2.5 Valves
A. Gate Valves

1. Gate valves shall be of the manufacturer, size, and type indicated on the Drawings.

2. Gate valves shall be constructed of a bronze body, gate, and stem with a malleable iron hand wheel. Gate valves shall have threaded connections.

3. All gate valves shall have a minimum working pressure of not less than 150 psi and shall conform to AWWA standards.

B. Quick Coupler Valves:

1. Quick coupler valves shall be of the manufacturer, size, and type indicated on the Drawings.

2. Quick coupler valves shall be brass with a wall thickness guaranteed to withstand normal working pressure of 150 psi without leakage. Valves shall have 1” female threads opening at base, with two-piece body. Valves shall be operated only with a coupler key designed for that purpose. Coupler key shall be inserted into valve and a positive, watertight connection shall be made between the coupler key and valve.

C. Automatic Control Valves:

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1. Automatic control valves shall be of the manufacturer, size, and type indicated on the Drawings.

2. The contractor shall verify with the manufacturer that the solenoids are compatible with the irrigation controller and wiring prior to purchase.

3. Automatic control valves shall be electrically operated.

4. Drip zone valves shall be accompanied with pressure regulators and filters per the manufacturer.

D. Ball Valves

1. Ball valves shall be of the manufacturer, size, and type indicated on the Drawings

2. Manual ball valves shall be PVC w/EPDM O-Rings and socket end connectors.

3. Manual ball valves shall have thermoplastic gear driven operating nut rotates 360° to achieve a 90° turn of the ball.

2.6 Valve Boxes
A. Valve boxes shall be fabricated from a durable, weather-resistant plastic material resistant to sunlight and chemical action of soils.

B. The valve box cover shall be green in color and secured with a hidden latch mechanism or bolts. Where reclaimed water is being utilized, or planned in the near future, purple “reclaimed water” valve boxes shall be installed.

C. The cover and box shall be capable of sustaining a load of 1,500 pounds.

D. Valve box extensions shall be by the same manufacturer as the valve box.

E. Automatic control valve boxes shall be rectangular and sized to fit the components, see drawings for further information. Valve box covers shall be marked "RCV" with the valve identification number "heat branded" onto the cover in 2 inch high letters / numbers.

F. Gate, Ball, and quick coupler valve boxes shall be circular and sized to fit the components, see drawings for further information. Valve box covers shall be marked with either "GV" or “BV”or "QCV" "heat branded" onto the cover in 2 inch high letters.

G. Drip irrigation flush and air relief valve boxes shall be circular and sized to fit the components, see drawings for further information. Valve box covers shall be marked “FV” or “DFV” “heat branded” onto the cover in 2 inch high letters.

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2.7 Automatic Controller
A. Automatic controller shall be of the manufacturer, size, and type indicated on the drawings.

B. Controller wall mount shall be of the manufacturer, size, and type indicated on the drawings.

2.8 Electrical
A. All electrical equipment shall be NEMA Type 3, waterproofed for exterior installations.

B. All electrical work shall conform to local codes and ordinances.

2.9 Low Voltage Control Wiring
A. Remote control wire shall be direct-burial AWG-UF type, size as indicated on the Drawings, and in no case smaller than 14 gauge.

B. Connections shall be Spears DS-400 Dry-Spliced (Pre-filled).

C. Ground wires shall be white in color. Control wires shall be red (where two or more controllers are used, the control wires shall be a different color for each controller. These colors shall be noted on the "Record Drawings" Plans located on controller door).

2.10 Irrigation Heads
A. Irrigation heads shall be of the manufacturer, size, type, with radius of throw, operating pressure, and discharge rate indicated on the Drawings.

B. Irrigation heads shall be used as indicated on the Drawings.

2.11 Drip Line
A. Drip line shall be of the manufacturer, size, type with discharge rate, emitter spacing and operating pressure as indicated on the drawings.

1. All fittings, flush valves, air relief valves and anchor staples shall be of the same manufacturer as the drip line.

PART 3 - EXECUTION
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3.1 Site Conditions
A. Inspections:

1. Prior to all work of this Section, carefully inspect the installed work of all other trades, and verify that all such work is complete to the point where this installation may properly commence.

2. Verify that irrigation system may be installed in strict accordance with all pertinent codes and regulations, the original design, the referenced standards, and the manufacturer's recommendations.

B. Discrepancies:

1. In the event of discrepancy, immediately notify the Engineer.

2. Do not proceed with installation in areas of discrepancy until all discrep
ancies have been resolved.

C. Grades:

1. Before starting work, carefully check all grades to determine that work may safely proceed, keeping within the specified material depths with respect to finish grade.

2. The Engineer shall accept final grades before work on this Section will be allowed to begin.

D. Field Measurements:

1. Make all necessary measurements in the field to ensure precise fit of items in accordance with the original design. Coordinate the installation of all irrigation materials with all other work.

2. All scaled dimensions are approximate. Check and verify all size dimensions prior to proceeding with work under this Section.

3. Exercise extreme care in excavating and working near existing utilities. Repair damages to utilities, which are caused by Contractor’s operations or neglect, at no additional cost to City.

E. Layout:

1. Prior to installation, stake out all pressure supply lines, routing and location of sprinkler heads, valves, backflow preventer.

2. Layout irrigation system and make minor adjustments required due to differences between site and Drawings. Where piping is shown on Drawings under paved areas, but running parallel and adjacent to planted areas, install the piping in the planted areas.

F. Water Supply:

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Connections to, or the installation of, the water supply shall be at the locations shown on the Drawings. Minor changes caused by actual site conditions shall be made at no additional expense to the City.

3.2 Trenching
A. Do NOT trench within 12’ of an existing tree without consulting a certified arborist and the City Engineer.

B. Excavations shall be straight with vertical sides, even grade, and support pipe continuously on bottom of trench. Trenching excavation shall follow layout indicated on Drawings to the depths below finished grade and as noted. Where lines occur under paved area, these dimensions shall be considered below subgrade.

C. Provide minimum cover of 24 inches on pressure supply lines.\ D. Provide minimum cover of 24 inches for control wires.

E. Provide minimum cover of 12 inches for non-pressure lines.

F. Pipes installed in a common trench shall have a 6-inch minimum space between pipes.

3.3 Backfilling
A. Backfill material on all lines shall be the same as adjacent soil free of debris, litter, and rocks over 1/2 inch in diameter.

B. Backfill shall be tamped in 4-inch layers under the pipe and uniformly on both sides for the full width of the trench and the full length of the pipe.

Backfill materials shall be sufficiently damp to permit thorough compaction, free of voids. Backfill shall be compacted to 90% relative compaction and shall conform to adjacent grades.

C. Flooding in lieu of tamping is not allowed.

D. Under no circumstances shall truck wheels be used to compact backfill.

E. Provide sand backfill a minimum of 6 inches over and under all piping under paved areas.

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3.4 Piping
A. Piping under existing pavement may be installed by jacking, boring, or hydraulic driving. No hydraulic driving is permitted under asphalt pavement.

B. Cutting or breaking of existing pavement is not permitted.

C. Carefully inspect all pipe and fittings before installation, removing dirt, scale, burrs, and reaming. Install pipe with all markings up for visual inspection and verification.

D. Remove all dented and damaged pipe Sections.

E. All lines shall have a minimum clearance of 6 inches from each other and 12 inches from lines of other trades.

F. Parallel lines shall not be installed directly over each other.

G. In solvent welding, use only the specified primer and solvent cement and make all joints in strict accordance with the manufacturer's recommended methods including wiping all excess solvent from each weld. Allow solvent welds at least 15 minutes setup time before moving or handling and 24 hours curing time before filling.

H. PVC pipe shall be installed in a manner which will provide for expansion and contraction as recommended by the pipe manufacturer.

I. Center load all plastic pipe prior to pressure testing.

J. All threaded plastic-to-plastic connections shall be assembled using Teflon tape or Teflon paste.

K. For plastic-to-metal connections, work the metal connections first. Use a non-hardening pipe dope and all-threaded plastic-to-metal connections, except where noted otherwise. All plastic-to-metal connections shall be made with plastic female adapters.

3.5 Control Wiring
A. Low voltage control wiring shall occupy the same trench and shall be installed along the same route as the pressure supply lines whenever possible.

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B. Where more than one wire is placed in a trench, the wiring shall be taped together in a bundle at intervals of 10 feet. Bundle shall be secured to the mainline with tape at intervals of 20 feet.

C. All connections shall be of an approved type and shall occur in a valve box. Provide an 18-inch service loop at each connection.

D. An expansion loop of 12 inches shall be provided at each wire connection and/or directional change, and one of 24 inches shall be provided at each remote control valve.

E. A continuous run of wire shall be used between a controller and each remote control valve. Under no circumstances shall splices be used without prior approval.

3.6 Valves
A. Automatic control valves, quick coupler, and gate valves shall be installed in the approximate locations indicated on the Drawings. Ball Valves are not shown are drawings, they are to be installed one ball valve per every automatic control valve manifold.

B. Valve shall be installed in shrub areas whenever possible.

C. Install all valves as indicated in the detail Drawings.

D. Valves to be installed in valve boxes shall be installed one valve per box.

3.7 Valve Boxes
A. Valve boxes shall be installed in shrub areas whenever possible.

B. Each valve box shall be installed on a foundation of 3/4 inch gravel backfill; 3 cubic feet minimum. Valve boxes shall be installed with their tops 1/2 inch above the surface of surrounding finish grade in lawn areas and 2 inches above finish grade in ground cover areas.

3.8 Irrigation Heads
A. Irrigation heads shall be installed as indicated on the Drawings.

B. Spacing of heads shall not exceed maximum indicated on the Drawings.

C. Riser nipples shall be of the same size as the riser opening in the sprinkler body.

SECTION 32 8400

IRRIGATION
MILLS PARK 32 8400 - 16

BLDG RENOVATIONS

3.9 Drip Line
A. Do not install drip line until weed abatement has been completed and areas have been accepted for planting.

B. Drip line shall be installed as indicated on the Drawings.

C. Spacing of drip line shall not exceed the maximum indicated on the Drawings.

D. Bury drip line at depth indicated on the Drawings.

E. Install flush valves at opposite end farthest from drip valve.

F. Install air relief valves at high point of system.

G. Staple drip line per the Drawings

3.10 Miscellaneous Equipment
A. Install all assemblies specified herein according to the respective detail Drawings or Specifications, using best standard practices.

B. Quick coupler valves shall be set approximately 12 inches from walks, curbs, header boards, or paved areas where applicable.

3.11 Flushing the System
A. Prior to installation of irrigation heads, the valves shall be opened and a full head of water used to flush out the lines and risers.

B. Irrigation heads shall be installed after flushing the system has been completed.

3.12 Adjusting the System
A. Adjust valves, align heads, and check the coverage of each system prior to coverage test.

B. If it is determined by the Engineer that additional adjustments or nozzle changes will be required to provide proper coverage, make all necessary changes or adjustments prior to any planting.

C. The entire system shall be operating properly before any planting operations commence.

SECTION 32 8400

IRRIGATION
MILLS PARK 32 8400 - 17

BLDG RENOVATIONS
D. Automatic control valves shall be adjusted so that the irrigation heads and drip tubing operate at the pressure recommended by the manufacturer.

3.13 Testing and Observation
A. Do not allow or cause any of the work of this Section to be covered up or enclosed until it has been observed, tested, and accepted by the Engineer.

B. Notify the Engineer a minimum of 48 hours in advance where and when the work is ready for testing.

C. When both drip and spray irrigation systems are completed, perform a coverage test of each system in its entirety to determine if the water coverage for the planted areas is complete and adequate in the presence of the Engineer.

D. Furnish all materials and perform all work required to correct any inadequacies of coverage due to deviations from the Plans, or where the system has been willfully installed as indicated on the Drawings when it is obviously inadequate, without bringing this to the attention of the Engineer. This test shall be accepted by the Engineer and accomplished before starting any planting.

E. Final inspection will not commence without record Drawings as prepared by the Contractor.

3.14 Maintenance
During the maintenance period adjust and maintain the irrigation system in a fully operational condition providing complete irrigation coverage to all intended plantings.

3.15 Completion Cleaning
Clean-up shall be made as each portion of the work progresses. Refuse and excess dirt shall be removed from the site, all walks and paving shall be broomed, and any damage sustained on the work of others shall be repaired to original conditions.

PART 4 –PAYMENT

4.1 IRRIGATION SYSTEM
SECTION 32 8400

IRRIGATION
MILLS PARK 32 8400 - 18

BLDG RENOVATIONS
Payment for Automatic Irrigation System shall all materials, labor, services, and irrigation equipment, such as rotary spray nozzles, spray heads, drip line tubing, drip emitters, valves, PVC piping, sleeving, backflow preventer, quick couplers and irrigation controller and will be made at the lump sum (LS) contract price as set forth in the bid schedule.

END OF SECTION
SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 1

BLDG RENOVATIONS
PART 1: GENERAL

1.1 DESCRIPTION
A. The general requirements apply to all Landscaping work operations.

Provide labor, materials, tools, transportation, and all incidentals necessary to perform work as indicated on the Plans and as herein specified.

B. Related Sections
Section 32 8400 Irrigation
C. The Standard Specifications for Public Works Construction, “Greenbook,” latest edition, is referenced as if herein contained and the Contractor shall keep a copy at the project site. These Specifications shall supersede conflicts with information given in the “Greenbook,” unless otherwise determined by the City.

1.2 QUALITY ASSURANCE
A. Comply with all applicable local, state, and federal requirements regarding materials, methods of work, and disposal of excess and waste materials.

B. Manufacturer’s directions, specifications and detailed drawings will be followed in all cases where articles used furnish directions covering points not delineated on the Plans or Specifications.

C. The work included in this section will be done to the satisfaction of the City and the decision by the City as to the true construction meaning of the Plans and Specifications will be final.

D. All drop slips for landscape materials (including plants, fertilizers, pesticides, seed mixes) shall be given to the Engineer.

1.3 AGRONOMIC SOILS TESTING
A. All soil samples shall be taken in the field by a qualified soil technician from a testing agency registered by the State for agricultural evaluation.

B. Take two (2) samples of site soil at a depth of 6 to 12 inches, within proposed planting area, after completion of grading and prior to weed control and soil preparation. Sample areas shall be selected by the Engineer.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 2

BLDG RENOVATIONS
C. Request two (2) tests for fertility and suitability analysis with written recommendations for soil amendment, fertilizer and chemical conditioners, application rates for soil preparation, planting backfill mix and post- maintenance fertilization programs. Soils report recommendations shall take precedence over the amendment and fertilizer application rates specified in this Section.

D. Tests shall be paid for by the Contractor.

E. Submit testing laboratory interpretation, recommendations, and comments to Engineer within 7 days after the completion of rough grading.

F. For bidding purposes, the Contractor shall provide the following soil amendments for soil preparation and backfill mix.

1. Soil preparation per 1,000 s.f. of planting area:
a. 4 cubic yards Nitrolized Redwood Sawdust
b. 200 lbs. Gro Power
c. 20 lbs. Soil Sulphur

2. Backfill Mix:
a. 6 parts by volume on-site soil
b. 4 parts by volume Nitrolized Redwood Sawdust
c. 18 lb. Gro Power per cu. yd. of mix
d. 2 lbs. Iron Sulphate per cubic yard of mix

1.4 ENVIRONMENTAL REQUIREMENTS
A. Do not install landscape materials when ambient temperatures may drop below 45 degrees F (12 degrees C) or above 95 degrees F (39 degrees C).

B. Do not install landscape materials when wind velocity exceeds 30 mph (48 k/hr).

PART 2: PRODUCTS

2.1 REFERENCES
A. ANSI Z60.1 - Nursery Stock.

B. California State Department of Agriculture - Regulations for nursery inspections, rules, and grading.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 3

BLDG RENOVATIONS

2.2 TOPSOIL
Topsoil if required in planting areas shall be Class A Topsoil. Topsoil shall be as specified in Section 212-1.1.2 of the Standard Specifications for Public Works Construction.

2.3 PLANT MATERIAL
A. Trees, shrubs, ground cover and vines shall be grown by an established nursery having been in the business of growing trees, shrubs, ground cover a minimum of five (5) years. At the option of the Engineer, plants shall be inspected and tagged at the nursery prior to shipment to the planting site.

1. Trees: All trees shall be of the specified container size and of the species specified.

2. Shrubs: Shrubs shall be of the specified type and size, selected from high quality, well-shaped nursery stock.

3. Flatted Plants: Ground cover plants and other flatted plants shall be grown and remain in the flats until transplanted at the site. Soil that does not crumble with sufficient moisture, normal spacing of plants in the flat and well rooted plants shall be required to ensure the minimum disturbance of the root system at time of transplanting.

4. Grass Plugs: Plugs shall be grown and remain in their containers until transplanted on the site. All plugs shall be planted within eight (8) hours upon arrival.

B. Plant names indicated or listed in the “Plant Legend” on the Plans, conform to the approved names given in “An Annotated Checklist of Woody Ornamental Plants in California, Oregon, and Washington, Manual 4091”, published by the University of California (1979). Except for names not covered therein, the established custom of the nursery shall be followed.

C. Condition of plants shall be in accordance with the California State Department of Agriculture’s regulations for nursery inspections, rules, and grading and shall be symmetrical, typical for variety and species, sound, healthy, vigorous, free from plant disease, insect pests, or their eggs, and shall have healthy normal root systems, well filling their containers, but not to the point of being root bound.

D. Plants shall not be pruned prior to delivery, except as authorized by the City. In no case shall trees be topped before delivery.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 4

BLDG RENOVATIONS
E. The size of the plants shall correspond with that normally expected for species and variety of commercially available nursery stock, or as specified on the Plans. The minimum acceptable size of all plants, measured before pruning with the branches in normal position, shall conform with the measurements, if any, specified on the Plans. Plants larger in size than specified may be used with the approval of the City, but the use of larger plants will not serve as the basis for a change order.

F. All plant material shall be subject to the inspection and acceptance of the City before planting. A representative number of plants as determined by the City may be inspected for size and condition of root growth, insects, injuries, and defects. Plants not accepted are to be removed from the site immediately and replaced with suitable plants. The City reserves the right to reject entire lots of plants represented by defective samples.

2.4 FERTILIZERS, SOIL CONDITIONING MATERIALS AND WATER
A. General.

1. Fertilizing and soil conditioning materials shall comply with the applicable requirements of the State Food and Agricultural Code.

All materials shall be packaged first grade, commercial quality products identified as to source, type of material, weight, and manufacturer’s guaranteed analysis. Fertilizing and soil conditioning material shall not contain toxic ingredients or fillers in quantities harmful to human life, animals, or plants.

2. Furnish a Certificate of Compliance stating that the material substantially meets the specifications.

3. Exact fertilizing and conditioning materials and the required composition and quantities shall be determined by agronomic soils test.

B. Commercial Fertilizer.

1. Commercial fertilizer shall be a palletized or granular product having a chemical analysis as specified on the Plans or in the Specifications. Commercial fertilizer shall be free-flowing material delivered in unopened sacks. Material which becomes caked or otherwise damaged shall not be used

2. Exact composition and type of fertilizer to be determined by the agronomic soils test and will be supplied by the contractor at no additional cost to the City.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 5

BLDG RENOVATIONS
C. Nitrogen Stabilized Organic Soil Amendment.

Organic soil amendment shall be redwood sawdust free of shavings or particles of other woods such as fir or pine, supplied in bulk and .5% nitrogen stabilized by standard techniques. An acceptable substitute is nitrogen stabilized fir or cedar sawdust ground to 0-1/4” particle size and

1.0% nitrogen stabilized.

D. Water.

1. Water shall be clean, fresh, and free of substances or matter which could inhibit vigorous growth of plants

2. Water shall be supplied at Contractor’s sole expense at no additional cost to City through the end of the maintenance period.

2.5 HERBICIDE
A. The use of a Non-selective herbicide for weed abatement will be approved by the City’s designated Representative.

B. Pre-emergent herbicide shall provide nine (9) month control. .

2.6 MULCH
A. Mulch shall be medium grind mulch (0-2”)
B. The mulch shall consist of fibrous, woody bark mixture of varied particle size with the following characteristics:

Percent Passing Sieve Size
90-100 25.4 mm (1”)
80-100 12.7 mm (1/2”)
20-60 6.35 mm (1/4”)
C. Mulch shall be packaged in bales or bags unless the City approves a bulk source in advance of delivery to the site of the work. The Contractor shall submit one sample of three (3) different mulch materials.

D. The Engineer has the right to reject all samples and request additional samples until a suitable mulch material is approved.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 6

BLDG RENOVATIONS

2.7 SAMPLES
A. Samples of products and materials shall be required by the City.

Submittals for inspection shall be stored on the site until furnishing of material is complete.

B. Delivery of products and materials may begin upon acceptance of samples or as directed by the City.

2.8 PLANT TABLETS
A. Plant tablets shall be Scotts Agriform, Growpower or approved equal, 20- 10-5 applied at the following rates:

Tablet
Size
21 Gram 5 Gram
Container
Size
1 Gallon
and
10” pots
5 Gallon 15 Gallon 24” Box 36” Box
and
Larger
Ground
Cover
Plants
Applicatio
n
Rates (No.
of Tablets)
1 3 8 20 One
Tablet per
each foot
of height
1 PART 3: EXECUTION

3.1 GENERAL
Earthwork and topsoil placement shall include the preparation for and the spreading, densification, cultivation, and raking of topsoil, including fertilization and conditioning.

1. Unless otherwise provided, curbs, walks, irrigation systems, and similar improvements required by the Plans or Specifications shall be constructed following rough grading and before landscaping.

2. Planting holes and backfill shall be as herein specified.

3. Preliminary rough grading and related earthwork, prepare areas for landscaping work to within one-tenth foot (0.1’) of finish grade, or to subgrade for Class “A” topsoil if required.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 7

BLDG RENOVATIONS

3.2 TOPSOIL PREPARATION AND CONDITIONING
A. General.

1. Planting areas shall be free of weeds and other extraneous materials to a depth of twelve inches (12”).

2. Soil shall not be worked when it is so wet or so dry as to cause excessive compaction or the forming of hard clods or dust.

3. The existing soil below subgrade for approved fill shall be scarified to a depth of six inches (6”) prior to spreading fill material.

B. Fertilizing and Conditioning Procedures.

1. The planting area shall be brought to finish grade before spreading the fertilizers or conditioning materials specified.

2. The Contractor, at no additional cost to the City, shall make one (1) additional soils test per acre of all planting areas before and upon completion of excavation, backfilling, and grading to determine compliance with fertilizing and conditioning. The Contractor shall coordinate soil testing with the City.

3. Fertilizing and conditioning materials shall be mechanically spread at a uniform rate. The quantities of materials necessary for the planting area shall be at the site and shall be verified by delivery tickets furnished to the Engineer before spreading.

4. After spreading, the fertilizing and conditioning materials shall be uniformly cultivated into the upper six inches (6”) of soil by suitable equipment, rototiller or equal, operated in at least two directions approximately at right angles. The resulting soil shall be a friable condition.

5. Fertilizer and soil amendment guidelines under agronomic soils testing shall be used for bidding purposes for planting areas, however, the Contractor shall amend it as necessary per the soils test report at no additional cost to the City.

3.3 WEED ABATEMENT
A. The weed abatement program shall proceed upon the completion of the following:

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 8

BLDG RENOVATIONS

1. Installation of all pressure main line, quick coupler valves, irrigation valves, drip irrigation valves, non-pressure spray laterals and irrigation heads have been completed and accepted. (Prior to the installation of the drip line.)

2. After all existing weeds and growth has been removed from the planting areas.

3. After the controller or a temporary controller has been installed.

4. After final finishes grades have been achieved.

B. Water all areas four (4) times daily for twenty-one (21) consecutive days and until weed seeds have germinated. Cease watering for three (3) days.

Hand dig to remove weeds or utilize nontoxic approved spray method to eradicate weeds. Remove weeds to a minimum depth of 3 inches. If perennial weeds or grasses still exist, re-water four (4) times daily for fourteen (14) consecutive days until new growth appears and remove weeds entirely.

1. Water turf areas utilizing the irrigation controller.

2. Water all drip zones manually utilizing the quick coupler valves.

3.4 FINISH GRADING
A. After fertilizing and conditioning, the soil shall be watered and allowed to settle to provide a stable surface, not overly densified to the extent that it will prevent aeration and water infiltration. After the soil has dried out to a workable condition, the planting areas shall be regraded, raked, and smoothed to the required grades and contours. Finish surfaces shall be clean and suitable for planting.

B. The finish grade shall be smooth, uniform, and free of abrupt grade changes and depressions to ensure surface drainage.

C. The finish grade below adjacent paving, curbs, or headers shall be one inch (1”) in lawn areas and two inches (2”) in shrub or ground cover areas.

3.5 PLANTING GENERAL
A. All sprinkler/irrigation work shall be inspected and accepted by the City, prior to start of any work of this subsection.

B. Location of utility, structures, and lines.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 9

BLDG RENOVATIONS

1. Prior to excavation for planting or placing of stakes, locate all utilities, electric cables, conduits, irrigation lines, heads, valves and valve control wires, and all utility lines so that proper precautions may be taken not to damage such improvements.

2. In the event of a conflict between utilities and plant locations, promptly notify the Engineer who will arrange for one or the other to be relocated. If contractor fails to follow this procedure it shall repair all damages resulting from the work at contractor’s sole expense.

C. All plants will be inspected by the Engineer prior to planting, including plants previously approved at the nursery. The Contractor shall be responsible for the condition of all plants, planted or otherwise, until acceptance.

D. Quantities.

1. Plant materials shall be furnished in the quantities and/or spacing as shown or noted for each location, and shall be of the species, kinds, sizes, etc., as symbolized, and/or described in the Plant Legend, as indicated on the Plans.

2. Verify all sizes and quantities on the Plans. Promptly report any discrepancy to the Engineer.

E. Substitution.

1. Any plant material or any development materials specified by trade name or equal, shall be according to these Plans and
Specifications.

2. Installation and use of substitute items shall not be made until the Contractor is in receipt of written approval from the Engineer.

Substitution proposals for plant material must be accompanied by written proof of non-availability within a five hundred mile radius of the project site for material originally specified and proof that material was ordered in a timely manner upon award of contract.

F. Protection and Storage.

1. Regularly water all nursery stock in containers and place them in a cool area protected from sun and drying winds.

2. Do not allow plants to dry out before or while being planted. Keep exposed roots moist by means of wet sawdust, peat moss or burlap at all times during planting operations. Do not expose roots to the SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 10

BLDG RENOVATIONS
air except while being placed in the ground. Wilted or diseased plants, whether in place or not, will not be accepted and shall be replaced at the Contractor’s sole expense.

3. Plugs: All plugs shall be kept moist and placed in a shady area prior to planting. DO NOT ALLOW PLUGS TO DRY OUT.

G. Moisten prepared surface immediately prior to installing plant material.

H. Install plant material immediately after delivery to site, within 24 hours after harvesting to prevent deterioration.

I. Water landscaped areas immediately after installation.

J. Layout and Plant Location.

1. Planting areas, borders, and boundaries, will be surveyed, and staked by the Contractor and approved by the Engineer.

2. Detailed layout within the planting areas shall be performed by the Contractor and approved by the Engineer prior to planting.

3. Locate first row of plants in areas designated for center to center spacing of plants shall be located at one-half of designated spacing from the edge of the area.

3.6 TREE AND SHRUB PLANTING
A. Planting Holes. Planting holes shall be approximately square for container grown plants. The holes shall be twice the width of the plant container or ball, unless otherwise shown on the Plans. The holes shall be one-and- half times the depth of the root ball, or as shown on the Plans. The hole shall be larger, if necessary, to permit handling and planting without injury or breakage of the root ball or root system. Any plant having a broken or cracked root ball before or during planting shall not be planted.

B. Underground Obstructions. In the event that underground construction work or obstructions are encountered in the planting operation, alternate locations for plant material will be selected by the City. Operation shall be done at no extra cost to the City.

C. Planting Procedures.

1. The following material shall be thoroughly blended and used as a backfill mix.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 11

BLDG RENOVATIONS
6 parts by volume on-site soil
4 parts by volume Nitrogen Stabilized Organic Amendment 1 lbs. 16-20-0 per cubic yard of mix
2 lbs. Iron Sulfate per cubic yard of mix
The actual material and amounts, as determined by the agronomic soils test, shall be supplied by the Contractor at no additional cost to the City.

No mixing for individual planting holes is permitted. Mix planting soil prior to backfilling and stockpile at the site. Iron sulfate shall not contact cement surfaces because severe staining could occur; repair or replace stained cement at Contractor’s sole cost.

2. Remove all plants from their containers and set them so that, when settled, they bear the same relation to the required grade as they bore to the natural grade before being transplanted. Plant each plant in the center of the pit and backfill with prepared soil.

Compact the backfill mix around the ball or roots. Do not use soil in muddy condition for backfilling. Do not fill around trunks or stems.

Cut off all broken or frayed roots.

3. Thoroughly water each plant when the hole is one-half filled.

4. After watering, backfill the remainder of the hole and tamp the soil in place until the surface of the backfill is level with the surrounding area and the crown of the plant is at the finished grade of the surrounding area.

5. After backfilling, a basin shall be constructed around each plant.

Each basin shall be of a depth sufficient to hold at least six inches (6”) of water. Basins shall be the same size as the container size of each individual plant. The basins shall be constructed of amended backfill material.

6. Set the plant tablets to be used with each plant on the top of the root ball so the required number of tablets to be used in each hole can be easily verified. Bury tablets upon approval by the Engineer.

7. Immediately after planting, apply water to each tree and shrub by means of a hose. Apply water in a moderate stream in the planting hole until the material about the roots is completely saturated from the bottom of the hole to the top of the ground.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 12

BLDG RENOVATIONS

8. Apply water in sufficient quantities and as often as seasonal conditions require to keep the planted areas moist at all times, well below the root system of grass and plants.

9. Basins around shrubs and trees in slopes shall be permanently maintained. In turf areas, basins shall be maintained thirty (30) days following tree planting. They shall be removed at that time, unless otherwise directed by the Engineer.

D. Pruning. Pruning shall be limited to the minimum necessary to remove injured twigs and branches, and to compensate for loss of roots during transplanting, but never to exceed one-third of the branching structure.

Upon approval of the Engineer, pruning may be done before delivery of plants, but not before plants have been inspected and approved.

E. Guying. All trees shall be guyed per the planting details on the Plans.

Guying shall be done immediately after planting. Three (3) guys per plant shall be installed in accordance with the following:

1. Each guy shall be secured to the appropriate main branch by a twisted loop of No. 12 BWG galvanized iron wire housed in approved flexible rubber tubing.

2. Each guy shall be anchored to a driven stake located at a horizontal distance from the tree equal to the vertical distance from ground to the connection of guy wire on the tree branch.

3. Each guy shall be covered with highly visible white tubing from the ground to the turnbuckle location.

4. Slack in each guy shall be removed by turnbuckles so as not to bend or twist the plant.

3.7 GROUND COVER PLANTING
A. Soil preparation and fine grading shall be completed prior to ground cover planting.

B. Ground cover shall be planted in moist soil and spaced as indicated on the Plans.

C. Each plant shall be planted with its proportionate amount of flat soil to minimize root disturbance. Soil moisture shall be such that the soil does not crumble when removing plants.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 13

BLDG RENOVATIONS
D. Following planting, ground cover areas shall be regraded to restore smooth finish grade and to ensure proper surface drainage. Mulch shall be spread over the planted areas. Watering shall begin immediately following mulching.

E. When necessary to prevent plant damage from pedestrian traffic during the initial growing stage, erect temporary protective fencing to be removed at the end of the maintenance period.

F. Contractor shall hand water with a watering hose all grass plugs individually and immediately following planting. Apply enough water to saturate soil. After 3 weeks, hand water plugs every other day and after 4 weeks hand water plugs every 2 days.

G. All grass plugs shall be planted in-ground eight (8) hours after being delivered to the site. Any plugs not planted within 8 hours after being delivered shall be rejected and replaced with new and fresh plugs at no cost to the City.

3.8 MULCHING
Mulch trees, shrubs, and ground cover areas after planting with 2-inches of mulch.

3.9 MAINTENANCE AND PLANT ESTABLISHMENT
A. Maintenance period will be a minimum of one hundred and twenty (120) days after “Date of Acceptance of Installation” of all planting areas.

Request in writing from the Engineer notification of the date of the start of the maintenance period. At the acceptance of all planting areas, request in writing from the Engineer notification of the date of the completion of the maintenance period. The maintenance period shall not officially begin or end without written notification from the Engineer.

B. Construction fencing shall remain until after the maintenance period is complete or as directed by the Engineer.

C. Maintain all planted areas on a continuous basis as they are completed during the progress of the work and during the establishment and maintenance period and shall continue to maintain them until final acceptance in accordance with the following.

1. Water, weed, fertilize, mow, edge, prune, spray and apply topdressing as necessary to promote a healthy growing condition.

All planted areas shall be kept free of debris and shall be weeded SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 14

BLDG RENOVATIONS
and cultivated at intervals not to exceed ten (10) days. Keep project neat and attractive throughout the maintenance period.

2. Apply herbicides for weed control, as needed or directed by City, in accordance with manufacturer’s instructions and applicable laws and regulations. Remedy damage resulting from the use of herbicides.

3. Exterminate rodents and insects as required and in accordance with applicable laws and regulations. Utilize only methods acceptable to the City Engineer.

4. Adjust the irrigation system to sufficiently saturate root zone without rotting trees, shrubs, and ground cover.

5. Repair or replace any damaged item caused by vehicles, vandals, bicycles, or foot traffic during the maintenance period.

6. All planted areas, unless otherwise specified will receive the following fertilization program: Fertilize with “Gro-Power Plus” at 30 lbs./1,000 s.f. every thirty (30) calendar days (twice during the maintenance period), or as indicated by the agronomic soils test.

Apply “Gro-Power Controlled Release Nitrogen” five (5) calendar days before the end of the maintenance period, or as indicated by the agronomic soils test. The Contractor shall adhere to fertilization requirements of the soil’s tests at no additional cost.

D. Maintenance period shall be extended if plant material is not in a healthy growing condition. When all maintenance work has been completed to the satisfaction of Engineer, the Engineer will issue to the Contractor a written notice of completion of maintenance.

1. Contractor shall provide a schedule of dates indicating when turf shall be seeded allowing for a minimum of 120 days growth. Failure to seed 30 days prior to the beginning of the maintenance period may cause the maintenance period to be extended.

3.10 INSPECTION
A. All inspections herein specified shall be made by the City. Request inspection at least forty-eight (48) hours in advance of the time the inspection is required. Requested inspections, subsequently canceled without twenty-four (24) hours notice, will be billed to the Contractor.

B. Inspection is required for, and not necessarily limited to, the following parts of the work.

SECTION 32 9000

LANDSCAPING
MILLS PARK 32 9000 - 15

BLDG RENOVATIONS

1. At completion of the incorporation of soil amendments and fine grading.

2. Prior to digging plant pits for trees and shrubs.

3. During backfilling of plant pits with amended backfill.

4. Final inspection at the end of the maintenance period.

END OF SECTION
SECTION 32 9223
SOD
MILLS PARK 32 9223 - 1

BLDG RENOVATIONS
PART 1: GENERAL

1.1 DESCRIPTION
A. The General Provisions shall apply to all Sod work operations. Provide all labor, materials, tools, transportation, equipment, and incidentals necessary to perform work as indicated on the Plans and as herein specified.

B. Related Sections.

1. Section 32 9000: Landscaping

2. Section 32 8400: Irrigation
C. The Standard Specifications for Public Works Construction, “Greenbook” (SSPWC) 2021 edition, is referenced as if herein contained and the Contractor shall keep a copy at the project site. These specifications shall supersede conflicts with information given in the Standard Specification, unless otherwise determined by the Engineer.

D. Definitions.

1. City: City of Carson

2. Engineer: City Engineer, or the City Engineer’s designated representative.

E. All vendors, suppliers, and manufacturer’s representatives and the associated addresses, phone, and fax numbers on the Plans and in the Specifications are listed for convenience only. They are subject to change and their inclusion in no way constitutes an endorsement by the City.

1.2 QUALITY ASSURANCE
A. Comply with all applicable local, state, and federal requirements regarding materials, methods of work, and disposal of excess and waste materials.

B. Grower’s directions, specifications and detailed drawings will be followed in all cases where articles used furnish directions covering points not delineated on the Plans or Specifications.

C. The work included in this section will be done to the satisfaction of the Engineer. The decision by the Engineer as to the true construction meaning of the Plans and Specifications will be final.

D. All drop slips for sod fertilizers shall be given to the Engineer.

SECTION 32 9223
SOD
MILLS PARK 32 9223 - 2

BLDG RENOVATIONS

1.3 ENVIRONMENTAL REQUIREMENTS
A. Do not install sod when ambient temperatures may drop below 45 degrees F (12 degrees C) or above 95 degrees F (39 degrees C).

B. Do not install sod when wind velocity exceeds 30 mph (48 k/hr).

PART 2: PRODUCTS

2.1 REFERENCES
A. ANSI Z60.1 - Nursery Stock.

B. California State Department of Agriculture - Regulations for nursery inspections, rules, and grading.

2.2 SOD
A. Species shall be as indicated on the Planting Legend / Plant Schedule.

See Sheet L-800.

B. Sod shall be the species as indicated in the planting lagend / planting schedule or approved equivalent grown by an established sod nursery having been in the business of growing sod a minimum of five (5) years.

Sod shall be free of turf disease, insects, or weeds, and capable of healthy, vigorous growth.
a. Sod shall be grown in a blown sand medium. It shall be cut with a 1/2” to 3/4” thickness of soil that completely covers the root zone. Sod shall be wide cut, big roll. The sod shall arrive vigorous and have a lush appearance, uniform texture, and dark green color throughout with no dead or dying edge. The sod shall be sufficiently dense to bear handling and placement without tearing.

C. Nylon mesh in sod will not be accepted.

D. Sod to be certified RED ANT free by the grower.

E. Sod may be obtained from:

Cal. Turf, 27909 Mace Blvd, Davis, CA 95618
(530) 364-5155
SECTION 32 9223
SOD
MILLS PARK 32 9223 - 3

BLDG RENOVATIONS
Or

A-G Sod Farms 30932 Palm Avenue Nuevo, CA 92567
(800) 233-5254
Or approved equivalent

2.3 FERTILIZERS, SOIL CONDITIONING MATERIALS AND WATER
A. General.

1. Fertilizing and soil conditioning materials shall comply with the applicable requirements of the City’s Standards and Specifications.

All materials shall be packaged first grade, commercial quality products identified as to source, type of material, weight, and manufacturer’s guaranteed analysis. Fertilizing and soil conditioning material shall not contain toxic ingredients or fillers in quantities harmful to human life, animals, or plants.

2. The Contractor shall furnish to the Engineer the Certificate of Compliance stating that the material substantially meets the City’s specifications.

3. Exact fertilizing and conditioning materials and the required composition and quantities shall be determined by the agronomic soils test.

B. Commercial Fertilizer.

1. Commercial fertilizer shall be a palletized or granular product having a chemical analysis as specified on the Plans or in the Specifications. Commercial fertilizer shall be free-flowing material delivered in unopened sacks. Material which becomes caked or otherwise damaged shall not be used.

2. Pre-planting fertilizer composition to be 6-20-20. Post-planting composition shall be 6-20-20XB. Fertilizer shall provide one pound of P and K per 1,000 square feet. Nitrogen shall not exceed 1/3 pound per 1,000 square feet. Exact composition and type to be determined by agronomic soil test.

3. Fertilizer available from:

J.R. Simplot
Lathrop, CA 95330
Phone: (209) 858-2511, Fax: (209) 858-2519
SECTION 32 9223
SOD
MILLS PARK 32 9223 - 4

BLDG RENOVATIONS
C. Water.

1. Water shall be clean, fresh, and free of substances or matter which could inhibit vigorous growth of plants.

2. Water shall be supplied at Contractor’s expense at no additional cost to the City through the end of the maintenance period.

PART 3: EXECUTION

3.1 FERTILIZING
A. Two to three days prior to sodding, fertilize with J.R. Simplot Best 6-20-20 at one pound of P and K per 1,000 square feet. Exact quantity shall be determined by the agronomic soil test.

Adequately irrigate after application.

B. Fifteen days after sod installation is complete, fertilize as above with J. R.

Simplot Best 16-20-20XB.

3.2 INSTALLING SOD
A. Soil conditioning and fine grading shall be completed before sodding. No heavy equipment shall operate over the subgrade after grading is completed.

B. The subgrade shall be moist but not wet when sod is laid. Sod shall be laid with closely fitted joints, and the ends of the trips shall be staggered.

Openings shall be plugged with sod.

C. Within two hours after installing sod and before rolling, the sod shall be adequately irrigated with a minimum of 1/2” of water. All seams and joints shall then be rolled until the sod is well bonded to the subgrade.

D. The area shall then be watered thoroughly with 2 to 4 inches of water to penetrate the subsoil at least 8 inches. Watering shall be repeated as necessary to keep the sod moist until rooted into the subgrade. Sodded areas shall be protected against foot traffic until the sod is well established.

3.03 MAINTENANCE
SECTION 32 9223
SOD
MILLS PARK 32 9223 - 5

BLDG RENOVATIONS
A. Maintenance period will be a minimum of ninety (90) days after Date of Acceptance by the City of all sod installation.

B. Maintenance includes:

1. Water, weed, fertilize, mow, edge, and spray as necessary to promote a healthy growing condition. Keep project neat and attractive throughout the maintenance period.

2. Apply herbicides for weed control, as needed, or directed by City, in accordance with manufacturer’s instructions. Remedy damage resulting from the use of herbicides.

3. Exterminate rodents and insects as required.

4. Adjust irrigation system scheduling to sufficiently saturate root zone.

5. Repair or replace any damaged item caused by vehicles, vandals, bicycles, or foot traffic during the maintenance period.

6. (During growing season) fertilize turf every four weeks with one pound of nitrogen per 1,000 square feet in a complete fertilizer product (4-1-4 ratio).

C. Maintenance period may be extended if turf grass and other plant material is not in a healthy growing condition. When all maintenance work has been completed to the satisfaction of the Engineer, the Contractor will be released through written notification by the Engineer.

D. Mow turf a minimum of two (2) times a week with the first mowing to be completed seven (7) days after installation of sod. Maintain a mowing height of 3/8” to 3/4” inches. Do not cut more than 1/3 of grass blade at any one mowing. Grass shall be mowed with a sharp power driven reel mower. Clippings shall be collected and removed.

END OF SECTION
UIHf --'At � WDI! on ""''""'" ,mu """"
I 81 BONDING, INSURANCE, AND MOBILIZATION (CARSON GENERAL CO.,IOff'lO{ M L.I, I .• 1,ffl.llll.at I 11:l 11WFIClCOMfflDLA>IO•Wll1<11f! PftOltCl�I IS I I +20)00 ....... $3,6!1B,S09 20 f . .., - ..,,..,(4
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I SIi r �!A..OOJUI-OR�ll<:PIPE " 27111 1390:, 1'1',000) ,. 91CI .I" 01& IH)R."J,& C� '1Pf;. '1 >OQ j 17000 1111,-.ao II SIi 110$ C!lO SO,-Cij llMl�. WTT• �OUAA£.1fWfi,Q <JPI\IE .u 0 ' 1.000 DO fl.1Mbll •l S1�• 1�'<17'MOOXfDR41N OO>V/ITilm,•fla C<l'{tl! EA I s 2.S00.00 lJ.lM.M " :u. P>Ri<NIAV o;w�•tft,.,..,.l��ro.m-1...i: ... I S '15,!j)OQO •n-o, ,. "" HOS�.SIIOOBt\&lf'IA1S(RWtfti6"'�0utJ0GJIJ\Tt El, ,, s 85000 Sl7.ldD..JJO " s,. 4-,J<tP 80ft" 3:5 W,t,STli Ut{e li:\OM �R01C:OEP w11.n,R'f41j:i( u• l!(J $ 18500 U171fHJ1 10 SI� SEWER CLEANOlJT P£jq APWA STC Pl.AN 2()4.2 Et, Is 2,10000 IU1!l00 Sil 7' PVC SCH 80 WATU SERVICE PIPE AND T Bflel<FLOW PAEVE_�TER ,,, 11a s 10500 DJfflt&\ .. S1B )J,t• WATER SERVICE WITH GAT� VAll/E.A�fKOff (9 ' . '5000 11,QfO.,l)O 10 Sl9 CONSTRUCT� EXTRA STRl:NOTH SEWER. CONNECT TO EXISTING 10· WATER ,r , ... ""''" ilaLMO.m 20 S20 CONCRE.ff,C\iR&IJf' CUA& f'�iJ V �· 551)(10 , .... ,to JI . ., 5" THICK REINFORCED PCC WAtK)•JA� OY1!A..-c.i .,, 9IICO I 5500 Sl!r(.11:..,,M n s:r., Ir T,ffiCK.AEltlf 0RClD PCCWAlK'WAV OiNI: t"' C�lt Wl.lfte(J;fl,i!.' C.04.,l)JI i1• l(, I 4500 lt.6'000 >l s2:1 t:. fHICX-POO�PMiP4Vlh'Q e,r 13(}(< � ,SCIO 1111.AJnllll �� &'ll.872,.0D.
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,a SJ(I 1Z' OECORATIVe INTEGRAL COLOR BAND LF 342 $ 0500 ·-� ..." Sll 211· DECORATIVE INTEGfMl COLOR BAND LF SI I 9000 u,-- 32 s,:- f1' OECORATIVE. INTEGRAl(Ot.Ofl' 8111110 \I re • 5000 u-.o, �· Sall BUILT-IN BlEAC�IER SEATING LS '' 20,000 00 ..... _ ..,., Sl<r POUREO,IN•PlACE LOW WALL 'A' LF ffl ' 12000 ---...

J!l $JI POURE0•1N PLACE LOW WALL 'B' LF ""$ 12000 ur•m� "' SJ6 POUREO•IN•PLACE LOW WALL 'C' LF '". 12000 ... , ..... ,,. Sll SHADE STRUCTURE· 9'X 1S' EA 11 14 000 00 tuUooco JU 53, MET Al FENCING 14-112' HEIGHT) lF ZlO S 11000 ...,_., ;m S39 HANDRAIL G! STAIRS LP w' 12000 n,�, ...
"' S4JI GUARDRAIL LF tel s 12500 u:... .. " S'1 STAlRS ., ... , 0$00 M.'.Ol0'00. ... 1 a., SPLASH PAD GROUND SPRAYS LS I • 18.00000 l:tl..600.00 4::1 8<> SPLASH PAO UNOEROROUNO COLLECTOR TANK LS I$ 22Jl0000 ·--- IM.ASH P,l\lJ M[CHNICAL EQUIPM�UI ll'fClUOVIOP\IW'+Cl40M:A� rn,.tpATIOfl 4<, S4'1 UVFIITRATION, EYE WASH, 0MilUtftVAI.Yf,.U�tr$'1nu1.AAttlDNEAlUt, 1' 50 00000 DllAN41..PIPU,-.,10Pu.lUa:tco COUHfCfSOUS -14(tAQlttla
.. ... REMOVABLI; TETHER&ALL POST EA , ' '5000 l1MoaM
.. ... FLAGPOLE W/ DECORATIVE PEDESTAL AND UPLIGHTS LS I I 900000 1ta��� " .. , CIGITAL SIGN LS ' I 11.o»CO IM;,rlOOm
� $Al ACCESSIBLE RINSE•OFF SHOWER AND PLUMBING u, IS e,500 oo ,, ...... "' UI BOU. 1'REE.WiAr£ "" I$ 5,7SDOO 11:!M!'llf,I ,.,., Pe:!181.f:WT .,, � s 1.eso.00 ......... " '" w,sn Rl:CEPl�CL( Ill• '' 2.�9000 ......... � >},' eu:OJRIC lA.l,M..£83\'IAUJlH!.ATl!fl '" IS 4,00000 .. _,,, � IJ&,t, ffi'FltOA1!0tc IIY8l:EMMOC�lt0�$ IJj ' s UIU,000 ·--.... ..,. 5011. PRlfPA."lO n,,ooR�OINCi Ml ,...,, "'' .. ,..,,co 5'l ..,, YIUO.&O.Aff:M!J1r SI' -·• 020 .,-..,. I\U "OOT O..•ij�"1lS UI I I 1 .... 00 fl'l41U» ., .,., >Rtt-:WS())( u, • s 1 25000 'M.$1.CCI
.. "" IIHRI/OS•OOII, e,, l&,I "00 _,.
!<I 8$ ttlRu&s., cw. ti, ""� J 1:100 \S.0)111))
"' - flJ!I, ru!PAIAl>OUI U1 Is S.J3000 lltlilO!)l
OI .. 1 "l/000 MULCH ,l"'lA't'Vt ,,.., ,. . 15500 ,.,,.,& ., .., OH(,HI.JMnaa, tvl!H rY (\,:0> Oft'# �PflEH/tHOE t'C..11'°0 u, I s 11.250,00 ltl 10'1.CIO .., . ., MCWM,.Efff5l0N U, I' 12.00000 .HMILI'l>
" DI COUCJU!f�!ILll!I.AJID COr.'CtrlCTrE lJINOJUQ .. t�• !JOO ... _,,. "· .. 1WI; .Sl'U.LC01.UIM�S. Cotl�(Cl'40US.Atf0-I.G$() I.U:tAl JADJUCA.1K)U ,� I > j!IO,)O) 111..un-- "' "" liElAl SC!'ltOI SECURITY MU,� Sf 450 $ ,,oo sa:uiileo ., u,I W000 fi'f\ltJ r�o11UC.Atrl:OMJ5.CEl.1.AH't-OUEi CARJl'Ellf1'Y .... , , 119WW '-Gal'.OIIO .. .,. lOVJER GAISEWOIU( ll 2◄' 10000 AIU.(I)
.. on UPPtM: C.Ul\�O�K ll 24 I a,o(>l ....... ., "' . , EXPOSED l'AV£ P\.AJM OOtlKU AND f�CIA TAUA 8Q,N<tl .. 3011 S 1800 .......... 11 "" rvc ROOFING SVSlEM. PVC WALKING PADS, ANO FL.ASHING Sf J��(I So ""° tin.o:&uo 72 "'' OF.Jl'SGLAH lHtAtWJUG .. -1 $ soo _.., ...
73 nm ROQrDRA.UlS .,, ' . li'(I)"' m.m.e
" All OVOU'lOW OR.ol.4NS •• • I ,..,,.oo ... ,,."" "' 11:- t01JIPM£1n A.AffOf™' •• & s 1>0000 ... ffl .... '" Bl� \Wta,(t.VS , .. U I ''°'00 ---,., ••• &IN(ILE 0001\&,NIOODO,_ FIIA'.!U WffM 14>11:bV/Mf u 0 • l�O'J 9\U4\Q_Df) 711 .,. noutu.c DOOA,-_AIIOl)U(jR rAA.\1E.S V/ffll lt.AAO'\l'IARU .. It I ,c,oooo s.is�.o.n "' IU, fUlU.-iJl'-l)OOR. "''° D001t nw.�1.s WIT fl w, .. �rr.·1u10 ,. 11 •.0000> S7.J1l0.0D. "" "" t,f;WOYl'OOIRC>A.HO PA1CHlflOOI WAltsAHOC.EJl.1001- l$ I S 4.0COO) ,._., DI BIO PNJUi!GOF llllfl.ftJCdtMlf)Ull.RIOR 0' �"'1 c.AJJt,IOf,C lS 1 l l.201)0, ........ 60" .,; WOODS TAUi V.,.1EJUOR OF IIUllDltff) EAVES AtlD C:lJIJilO .. ' ' UOODI> $1,200.00 '" "" I\OOI\ 11\.f. COMPUSU \VIiii QAO!lf MJD OEALlUO AT nurn_,, ., llllb I 1(1.Q ......... 8" 821 W#J.\ ,u-.eo""llTE ,•mH OFIOVT AHD SEAL&tG ,.T I\ESIWOUMi II '2<GS ... t,1.«11..IJO '" an FUIIE1Mll!l}lfORCEO ftlASl}C W.A.t.l PAftllS OVER O"l�UU "' tt.)l .. ,eoo .. ,-.. li(I tZI rtoUtittClOND8.E1£-rltll5HVll11.C SUL " =• 1000 .U1UDCh'f " ... AU88VIOASI! " =i. 800 t?.•.OOOm
.. ... AComtlCAI. f�&AR CEtlJ.UO 1101'0,- � Ion • 1000 .. .,.. .. ... lllU lU):Ulff \rlltOl TILE rtC'lO,tWQ �VMU, .. ,o,a s ''° na.uom ,.,,. !ITT ACCESS PA1'ElC. f'OA flt \a.lll!U.HO e,, 's 45000 ___ ,.,., .,. flUTROQf.-1AC�.I..S04P UC$flf.l'IICH .. • < 2>000 n=a, QI lllO RUU\OOM ACtES50Rllil,M1MCfl I� f• . , J2SOO JU,00, ., lll0 =rooo� M:CJlUOIOU,MAA0/1 ..... ,... ' . <0000 11.280(]0 .. .,, ttWR�A.C.CUS.orutS.AElt"I' COYU OltPEfdEJl .. 10 I ..., .. s3-2aooo .. ft"' llfl.�ACC-U,c)RJCS.•7�:SiHOt,O 'JV•'O\'IAI I OR� IIA.fll ,... . ' '"'""' ......... "' "" AU. �t!Pnlf-OOl,i.ACC'.EU(lnlfll._ Yftlt.CIT' JW,U£ OfG:Pt/lJ.E.JI .. ,. > ""'"° L1.20000 " "" Ml nn&IROO\U.CCWOR°lb O,AINrAIO'U,ll(IKIU DUIJIIOM.L IA '' 22!500 S216UJJO EXHIBIT 2

22 BID
BID SCHEDULE – (IFB-25-10)
PROJECT NO. 1795
Mills P
ark Bldg Renovations

ESTIMATEDITEM
NO. DESCRIPTION

QUANTITY

UNIT UNIT
PRICE
ITEM
COST

SITE SCHEDULE OF VALUES
S1 BONDING, INSURANCE, AND MOBILIZATION
(CARSON GENERAL CONDITIONS) 1 LS
S2 TRAFFIC CONTROL AND WORK SITE
PROTECTION 1 LS
S3 DEMOLITION AND SITE CLEARING 1 LS
S4

EARTHWORK, REMOVAL AND GRADING,

REMOVAL OF EXISTING PAVEMENT,

OVEREXCAVATION, AND CONCRETE

IMPROVEMENTS
1 LS
S5 WATER POLLUTION CONTROL 1 LS
S6 CURB RAMP 1 EA
S7 FULL DEPTH AC (2' WIDE X 1' DEEP) 60 SF
S8 4" DIA.SDR 35 DRAIN PIPE 210 LF
S9 6" DIA.SDR 35 DRAIN PIPE 275 LF
S10 8" DIA. SDR 35 DRAIN PIPE 300 LF
S11 NDS 900 SQ. CATCH BASIN WITH SQUARE
TRAFFIC GRATE 6 EA
S12 12"X12" BROOKS DRAIN BOX WITH TRAFFIC
COVER 1 EA
S13 PARKWAY DRAIN PER APWA STD.151-2, S=2' 1 EA
S14 NDS SPEED D BASIN RISER WITH 6" ROUND
GRATE 17 EA
S15 4"VCP SDR 35 WASTE LINE FROM PROPOSED
WATER TANK 80 LF
S16 SEWER CLEANOUT PER APWA STD. PLAN 204-2 1 EA
S17 2" PVC SCH 80 WATER SERVICE PIPE AND 2"
BACKFLOW PREVENTER 115 LF
S18 3/4" WATER SERVICE WITH GATE VALVE
RINSE OFF 1 LS
S19 CONSTRUCT 4" EXTRA STRENGTH SEWER,
CONNECT TO EXISTING 10" WATER 254 LF
S20 CONCRETE CURB (6" CURB FACE) 3 LF
EXHIBIT 3
23 S21 6" THICK REINFORCED PCC WALKWAY OVER
6" CAB 9800 SF
S22 6" THICK REINFORCED PCC WALKWAY OVER
6" CAB W/ INTEGRAL COLOR 30 SF
S23 6" THICK PCC SPLASH PAD PAVING 1300 SF
S24 12 X 24 PEDESTRIAN PAVER 1616 SF
S25 EXTERIOR ELECTRICAL AND LIGHTING 1 LS
S26 6" PCC CONTAINMENT CURB 21 LF
S27 12" RAISED CURB 12 LF
S28 6" PCC MAINTENANCE BAND 112 LF
S29 12" PCC MAINTENANCE BAND 85 LF
S30 12" DECORATIVE INTEGRAL COLOR BAND 342 LF
S31 24" DECORATIVE INTEGRAL COLOR BAND 57 LF
S32 6" DECORATIVE INTEGRAL COLOR BAND 76 LF
S33 BUILT-IN BLEACHER SEATING 1 LS
S34 POURED-IN-PLACE LOW WALL 'A' 25 LF
S35 POURED-IN-PLACE LOW WALL 'B' 80 LF
S36 POURED-IN-PLACE LOW WALL 'C' 36 LF
S37 SHADE STRUCTURE - 9' X 15' 1 EA
S38 METAL FENCING (4-1/2' HEIGHT) 230 LF
S39 HANDRAIL @ STAIRS 25 LF
S40 GUARDRAIL 15 LF
S41 STAIRS 65 SF
S42 SPLASH PAD GROUND SPRAYS 1 LS
S43 SPLASH PAD UNDERGROUND COLLECTOR
TANK 1 LS
S44

SPLASH PAD MECHNICAL EQUIPMENT

INCLUDING PUMP, CHEMICAL FILTRATION,

UV FILTRATION, EYE WASH, DIVERTER

VALVE, UNISTRUT, RAIN DIVERTER, DRAINS,

PIPES, AND PLUMBING CONNECTIONS
1 LS
S45 REMOVABLE TETHERBALL POST 2 EA

24 S46 FLAGPOLE W/ DECORATIVE PEDESTAL AND
UPLIGHTS 1 LS

S47 DIGITAL SIGN 1 LS
S48 ACCESSIBLE RINSE-OFF SHOWER AND
PLUMBING 1 LS

S49 6' DIA. TREE GRATE 1 EA
S50 PEBBLE SEAT 3 EA
S51 WASTE RECEPTACLE 3 EA
S52 ELECTRIC TANKLESS WATER HEATER 1 EA
S53 IRRIGATION SYSTEM MODIFICATIONS 1 LS
S54 SOIL PREP AND FINE GRADING 8660 SF
S55 WEED ABATEMENT 8660 SF
S56 ROOT BARRIERS 1 LS
S57 TREE - 36" BOX 3 EA
S58 SHRUBS - 5 GAL 169 EA
S59 SHRUBS - 1 GAL 325 EA
S60 TURF REPAIR (SOD) 1 LS
S61 WOOD MULCH - 3" LAYER 34 CY
S62 ONE-HUNDRED TWENTY (120) DAY
MAINTENANCE PERIOD 1 LS

S63 MONUMENT SIGN 1 LS

BUILDING SCHEDULE OF VALUES
B1 CONCRETE SLAB AND CONCRETE LANDING 1885 SF
B2 TUBE STEEL COLUMNS, CONNECTIONS, AND
MISC METAL FABRICATION 1 LS

B3 METAL SCREEN SECURITY MESH 450 SF
B4 WOOD STUD FRAMING AND MISCELLANEOUS
CARPENTRY 1 LS

B5 LOWER CASEWORK 24 LF
B6 UPPER CASEWORK 24 LF
B7 EXPOSED EAVE PLANK BOARD AND FASCIA
TRIM BOARD 308 SF

B8 PVC ROOFING SYSTEM, PVC WALKING PADS,
AND FLASHING 7360 SF

25 B9 DENSGLASS SHEATHING 6366 SF
B10 ROOF DRAINS 4 EA
B11 OVERFLOW DRAINS 4 EA
B12 EQUIPMENT PLATFORMS 5 EA
B13 WINDOWS 13 EA
B14 SINGLE DOORS, AND DOOR FRAMES WITH
HARDWARE 9 EA

B15 DOUBLE DOORS, AND DOOR FRAMES WITH
HARDWARE 8 EA

B16 ROLL-UP DOOR, AND DOOR FRAMES WITH
HARDWARE 1 EA

B17 NEW GYP BOARD AND PATCHING OF WALLS
AND CEILINGS 1 LS
B18 PAINTING OF INTERIOR AND EXTERIOR OF
BUILDING, CAULKING 1 LS

B19 WOOD STAIN EXTERIOR OF BUILDING EAVES
AND CEILING 1 LS

B20 FLOOR TILE, COMPLETE WITH GROUT AND
SEALING AT RESTROOMS 915 SF

B21 WALL TILE, COMPLETE WITH GROUT AND
SEALING AT RESTROOMS 2240 SF

B22 FIBER-REINFORCED PLASTIC WALL PANELS
OVER GYPSUM 1930 SF

B23 POLISH CONCRETE FINISH WITH SEAL 2320 SF
B24 RUBBER BASE 2500 LF
B25 ACOUSTICAL T-BAR CEILING SYSTEM 522 SF
B26 LUXURY VINYL TILE FLOORING SYSTEM 2075 SF
B27 ACCESS PANELS FOR PLUMBING 7 EA
B28 RESTROOM ACCESSORIES, SOAP DISPENSER 9 EA
B29 RESTROOM ACCESSORIES, MIRROR 18X36 4 EA
B30 RESTROOM ACCESSORIES, MIRROR 48X36 2 EA
B31 RESTROOM ACCESSORIES, SEAT COVER
DISPENSER 10 EA

B32 RESTROOM ACCESSORIES, 42X54 LONG TWO
WALL GRAB BAR 4 EA

B33 ALL RESTROOM ACCESSORIES, TOILET TISSUE
DISPENSER 10 EA

B34 ALL RESTROOM ACCESSORIES, SANITARY
NAPKIN DISPOSAL 6 EA
B35 ALL RESTROOM ACCESSORIES, CLOTHES
HOOKS 10 EA

26 B36 ALL RESTROOM ACCESSORIES, PAPER TOWEL
DISPENSER 4 EA

B37 ALL RESTROOM ACCESSORIES, BABY
CHANGING STATION 4 EA

B38 ACCESSIBLE TOILET STALL; SOLID PHENOLIC
PARTITIONS (4 TOTAL) 1 LS

B39 REGULAR TOILET STALL; SOLID PHENOLIC
PARTITIONS (6 TOTAL) 1 LS

B40 URINAL PARTITION; SOLID PHENOLIC
PARTITIONS 1 LS

B41 KITCHEN EQUIPMENT; STOVE INSTALLATION 1 EA
B42 KITCHEN EQUIPMENT; MICROWAVE
INSTALLATION 1 EA

B43 KITCHEN EQUIPMENT; REFRIGERATOR
INSTALLATION 1 EA

B44 KITCHEN EQUIPMENT; ICEMAKER
INSTALLATION 1 EA

B45 KITCHEN EQUIPMENT; GARBAGE DISPOSAL
INSTALLATION 1 EA

B46 KITCHEN EQUIPMENT; WALL MOUNT TV
INSTALLATION 1 EA

B47 RESTROOM SIGNAGE, ROOM I.D. &
GEOMETRIC 4 EA

B48

WATER HAMMER ARRESTOR AND

THERMOSTATIC MIXING VALVE PLUMBING

FIXTURES WITH REQUIRED BACK SUPPORTS,

VENTING PIPES, SUPPLY PIPES, AND SEWER

CONNECTIONS
1 EA
B49

WATER CLOSET PLUMBING FIXTURES AND

REQUIRED BACK SUPPORTS, FLUSHOMETER,

VENTING PIPES, SUPPLY PIPES, AND SEWER

CONNECTIONS
10 EA
B50

URINAL PLUMBING FIXTURES AND REQUIRED

BACK SUPPORTS, FLUSHOMETER, VENTING

PIPES, SUPPLY PIPES, AND SEWER

CONNECTIONS
2 EA
B51

LAVATORY FIXTURES WITH FAUCET AND

REQUIRED BACK SUPPORTS, VENTING PIPES,

SUPPLY PIPES, AND SEWER CONNECTIONS
8 EA
B52 FLOOR DRAIN FIXTURES, TRAP PRIMER, AND
SEWER CONNECTIONS 6 EA

B53 FLOOR SINK FIXTURES, TRAP PRIMER, AND
SEWER CONNECTIONS 1 EA

B54

MOP SINK FIXTURE WITH FAUCET AND

REQUIRED BACK SUPPORTS, VENTING PIPES,

SUPPLY PIPES, AND SEWER CONNECTIONS
1 EA
B55

WATER HEATER WITH REQUIRED VENTING

PIPES, SUPPLY PIPES, AND POWER

CONNECTIONS
1 EA
B56

SINK FIXTURES WITH FAUCET AND REQUIRED

BACK SUPPORTS, VENTING PIPES, SUPPLY

PIPES, AND SEWER CONNECTIONS
2 EA

27 B57

DRINKING FOUNTAIN FIXTURE AND

REQUIRED BACK SUPPORTS, VENTING PIPES,

SUPPLY PIPES, AND SEWER CONNECTIONS
2 EA
B58 HVAC's ROOF TOP SYSTEM, DUCT WORK,

REGISTERS, AND AIR BALANCING
1 EA
B59 HEAT PUMP UNIT SYSTEM, DUCT WORK,

REGISTERS, AND AIR BALANCING
2 EA
B60 EXHAUST FANS, DUCT WORK, REGISTERS,

AND AIR BALANCING
7 EA
B61

KITCHEN EXHAUST HOOD AND RANGE

EXHAUST HOOD, DUCT WORK, REGISTERS,

AND AIR BALANCING
1 EA
B62

SERVICE, ELECTRICAL PANELS, POWER,

SWITCHING, DISTRIBUTION, OCCUPANCY

SENSORS, DATA, AND COMMUNICATION

CONDUITS
1 LS
B63 SERVICE, ALL RESTROOM HAND DRYER 4 EA
B64 SERVICE, INTERIOR LINEAR LIGHT FIXTURES 62 EA
B65 SERVICE, INTERIOR 4"X4" LIGHT FIXTURES 22 EA
B66 SERVICE, INTERIOR ILLUMINATED EXIST

LIGHT FIXTURES
7 EA
B67 SERVICE, EXTERIOR LIGHT FIXTURES 10 EA
B68 REINSTALLATION OF EXISTING FIRE

EXTINGUISHER CABINET & EXTINGUISHER
1 EA
B69 FIRE ALARM SYSTEM, SENSORS, PANEL, &
STROBES 1 LS
B70 STUCCO 1 LS
B71 INSULATION ROOF AND WALLS 1 LS
B72 CEMENT BOARD 2240 SF
B73 T&G 2110 SF
B74 COUNTER TOPS 150 SF

X Allowance 1 LS
TOTAL BASE BID AMOUNT*
Figures
Words

The undersigned agrees that these Contract Bid Forms constitute a firm offer to the Owner which cannot be withdrawn for the number of days indicated in the Invitation for Bids from and after the bid opening date, or until a Contract for the Work is fully executed by the owner and another contractor, whichever is earlier. The undersigned also agrees that if there is a discrepancy between

28 the written amount of the Bid Price and the numerical amount of the Bid Price, the written amount shall govern. In case of any discrepancy between the unit price and the extended total, the unit price shall prevail.

Attached hereto is cash, a certified check, a cashier's check, or a bidder's bond in the amount of _______________________________________________________________________Dollars, said amount being not less than 10 percent of the amount bid. Pursuant to Public Contract Code Section 20174, it is agreed a portion equal to the difference between the low bid and bid submitted by the second lowest responsible bidder shall be retained as liquidated damages by the Owner if the undersigned fails or refuses to execute the Contract and furnish the required bonds and certificates of insurance and endorsements within the time provided and Owner awards the Contract to the second lowest responsible bidder. The surplus, if any, shall be returned to the lowest bidder if cash or a check is used, or to the surety on the bidder’s bond if a bond is used. *BID MAY BE REJECTED IF TOTAL IS NOT SHOWN IN FIGURES AND WORDS

COMPANY________________________________________________________________

SIGNED_________________________________DATE_____________________________

22 BID
BID SCHEDULE – (IFB-25-10)
PROJECT NO. 1795
Mills Park Bldg R
enovations

ESTIMATEDITEM
NO. DESCRIPTION

QUANTITY

UNIT UNIT
PRICE
ITEM
COST

SITE SCHEDULE OF VALUES
S1 BONDING, INSURANCE, AND MOBILIZATION
(CARSON GENERAL CONDITIONS) 1 LS
S2 TRAFFIC CONTROL AND WORK SITE
PROTECTION 1 LS
S3 DEMOLITION AND SITE CLEARING 1 LS
S4

EARTHWORK, REMOVAL AND GRADING,

REMOVAL OF EXISTING PAVEMENT,

OVEREXCAVATION, AND CONCRETE

IMPROVEMENTS
1 LS
S5 WATER POLLUTION CONTROL 1 LS
S6 CURB RAMP 1 EA
S7 FULL DEPTH AC (2' WIDE X 1' DEEP) 60 SF
S8 4" DIA.SDR 35 DRAIN PIPE 210 LF
S9 6" DIA.SDR 35 DRAIN PIPE 275 LF
S10 8" DIA. SDR 35 DRAIN PIPE 300 LF
S11 NDS 900 SQ. CATCH BASIN WITH SQUARE
TRAFFIC GRATE 6 EA
S12 12"X12" BROOKS DRAIN BOX WITH TRAFFIC
COVER 1 EA
S13 PARKWAY DRAIN PER APWA STD.151-2, S=2' 1 EA
S14 NDS SPEED D BASIN RISER WITH 6" ROUND
GRATE 17 EA
S15 4"VCP SDR 35 WASTE LINE FROM PROPOSED
WATER TANK 80 LF
S16 SEWER CLEANOUT PER APWA STD. PLAN 204-2 1 EA
S17 2" PVC SCH 80 WATER SERVICE PIPE AND 2"
BACKFLOW PREVENTER 115 LF
S18 3/4" WATER SERVICE WITH GATE VALVE
RINSE OFF 1 LS
S19 CONSTRUCT 4" EXTRA STRENGTH SEWER,
CONNECT TO EXISTING 10" WATER 254 LF
S20 CONCRETE CURB (6" CURB FACE) 3 LF
EXHIBIT 4
23 S21 6" THICK REINFORCED PCC WALKWAY OVER
6" CAB 9800 SF
S22 6" THICK REINFORCED PCC WALKWAY OVER
6" CAB W/ INTEGRAL COLOR 30 SF
S23 6" THICK PCC SPLASH PAD PAVING 1300 SF
S24 12 X 24 PEDESTRIAN PAVER 1616 SF
S25 EXTERIOR ELECTRICAL AND LIGHTING 1 LS
S26 6" PCC CONTAINMENT CURB 21 LF
S27 12" RAISED CURB 12 LF
S28 6" PCC MAINTENANCE BAND 112 LF
S29 12" PCC MAINTENANCE BAND 85 LF
S30 12" DECORATIVE INTEGRAL COLOR BAND 342 LF
S31 24" DECORATIVE INTEGRAL COLOR BAND 57 LF
S32 6" DECORATIVE INTEGRAL COLOR BAND 76 LF
S33 BUILT-IN BLEACHER SEATING 1 LS
S34 POURED-IN-PLACE LOW WALL 'A' 25 LF
S35 POURED-IN-PLACE LOW WALL 'B' 80 LF
S36 POURED-IN-PLACE LOW WALL 'C' 36 LF
S37 SHADE STRUCTURE - 9' X 15' 1 EA
S38 METAL FENCING (4-1/2' HEIGHT) 230 LF
S39 HANDRAIL @ STAIRS 25 LF
S40 GUARDRAIL 15 LF
S41 STAIRS 65 SF
S42 SPLASH PAD GROUND SPRAYS 1 LS
S43 SPLASH PAD UNDERGROUND COLLECTOR
TANK 1 LS
S44

SPLASH PAD MECHNICAL EQUIPMENT

INCLUDING PUMP, CHEMICAL FILTRATION,

UV FILTRATION, EYE WASH, DIVERTER

VALVE, UNISTRUT, RAIN DIVERTER, DRAINS,

PIPES, AND PLUMBING CONNECTIONS
1 LS
S45 REMOVABLE TETHERBALL POST 2 EA

24 S46 FLAGPOLE W/ DECORATIVE PEDESTAL AND
UPLIGHTS 1 LS

S47 DIGITAL SIGN 1 LS
S48 ACCESSIBLE RINSE-OFF SHOWER AND
PLUMBING 1 LS

S49 6' DIA. TREE GRATE 1 EA
S50 PEBBLE SEAT 3 EA
S51 WASTE RECEPTACLE 3 EA
S52 ELECTRIC TANKLESS WATER HEATER 1 EA
S53 IRRIGATION SYSTEM MODIFICATIONS 1 LS
S54 SOIL PREP AND FINE GRADING 8660 SF
S55 WEED ABATEMENT 8660 SF
S56 ROOT BARRIERS 1 LS
S57 TREE - 36" BOX 3 EA
S58 SHRUBS - 5 GAL 169 EA
S59 SHRUBS - 1 GAL 325 EA
S60 TURF REPAIR (SOD) 1 LS
S61 WOOD MULCH - 3" LAYER 34 CY
S62 ONE-HUNDRED TWENTY (120) DAY
MAINTENANCE PERIOD 1 LS

S63 MONUMENT SIGN 1 LS

BUILDING SCHEDULE OF VALUES
B1 CONCRETE SLAB AND CONCRETE LANDING 1885 SF
B2 TUBE STEEL COLUMNS, CONNECTIONS, AND
MISC METAL FABRICATION 1 LS

B3 METAL SCREEN SECURITY MESH 450 SF
B4 WOOD STUD FRAMING AND MISCELLANEOUS
CARPENTRY 1 LS

B5 LOWER CASEWORK 24 LF
B6 UPPER CASEWORK 24 LF
B7 EXPOSED EAVE PLANK BOARD AND FASCIA
TRIM BOARD 308 SF

B8 PVC ROOFING SYSTEM, PVC WALKING PADS,
AND FLASHING 7360 SF

25 B9 DENSGLASS SHEATHING 6366 SF
B10 ROOF DRAINS 4 EA
B11 OVERFLOW DRAINS 4 EA
B12 EQUIPMENT PLATFORMS 5 EA
B13 WINDOWS 13 EA
B14 SINGLE DOORS, AND DOOR FRAMES WITH
HARDWARE 9 EA

B15 DOUBLE DOORS, AND DOOR FRAMES WITH
HARDWARE 8 EA

B16 ROLL-UP DOOR, AND DOOR FRAMES WITH
HARDWARE 1 EA

B17 NEW GYP BOARD AND PATCHING OF WALLS
AND CEILINGS 1 LS
B18 PAINTING OF INTERIOR AND EXTERIOR OF
BUILDING, CAULKING 1 LS

B19 WOOD STAIN EXTERIOR OF BUILDING EAVES
AND CEILING 1 LS

B20 FLOOR TILE, COMPLETE WITH GROUT AND
SEALING AT RESTROOMS 915 SF

B21 WALL TILE, COMPLETE WITH GROUT AND
SEALING AT RESTROOMS 2240 SF

B22 FIBER-REINFORCED PLASTIC WALL PANELS
OVER GYPSUM 1930 SF

B23 POLISH CONCRETE FINISH WITH SEAL 2320 SF
B24 RUBBER BASE 2500 LF
B25 ACOUSTICAL T-BAR CEILING SYSTEM 522 SF
B26 LUXURY VINYL TILE FLOORING SYSTEM 2075 SF
B27 ACCESS PANELS FOR PLUMBING 7 EA
B28 RESTROOM ACCESSORIES, SOAP DISPENSER 9 EA
B29 RESTROOM ACCESSORIES, MIRROR 18X36 4 EA
B30 RESTROOM ACCESSORIES, MIRROR 48X36 2 EA
B31 RESTROOM ACCESSORIES, SEAT COVER
DISPENSER 10 EA

B32 RESTROOM ACCESSORIES, 42X54 LONG TWO
WALL GRAB BAR 4 EA

B33 ALL RESTROOM ACCESSORIES, TOILET TISSUE
DISPENSER 10 EA

B34 ALL RESTROOM ACCESSORIES, SANITARY
NAPKIN DISPOSAL 6 EA
B35 ALL RESTROOM ACCESSORIES, CLOTHES
HOOKS 10 EA

26 B36 ALL RESTROOM ACCESSORIES, PAPER TOWEL
DISPENSER 4 EA

B37 ALL RESTROOM ACCESSORIES, BABY
CHANGING STATION 4 EA

B38 ACCESSIBLE TOILET STALL; SOLID PHENOLIC
PARTITIONS (4 TOTAL) 1 LS

B39 REGULAR TOILET STALL; SOLID PHENOLIC
PARTITIONS (6 TOTAL) 1 LS

B40 URINAL PARTITION; SOLID PHENOLIC
PARTITIONS 1 LS

B41 KITCHEN EQUIPMENT; STOVE INSTALLATION 1 EA
B42 KITCHEN EQUIPMENT; MICROWAVE
INSTALLATION 1 EA

B43 KITCHEN EQUIPMENT; REFRIGERATOR
INSTALLATION 1 EA

B44 KITCHEN EQUIPMENT; ICEMAKER
INSTALLATION 1 EA

B45 KITCHEN EQUIPMENT; GARBAGE DISPOSAL
INSTALLATION 1 EA

B46 KITCHEN EQUIPMENT; WALL MOUNT TV
INSTALLATION 1 EA

B47 RESTROOM SIGNAGE, ROOM I.D. &
GEOMETRIC 4 EA

B48

WATER HAMMER ARRESTOR AND

THERMOSTATIC MIXING VALVE PLUMBING

FIXTURES WITH REQUIRED BACK SUPPORTS,

VENTING PIPES, SUPPLY PIPES, AND SEWER

CONNECTIONS
1 EA
B49

WATER CLOSET PLUMBING FIXTURES AND

REQUIRED BACK SUPPORTS, FLUSHOMETER,

VENTING PIPES, SUPPLY PIPES, AND SEWER

CONNECTIONS
10 EA
B50

URINAL PLUMBING FIXTURES AND REQUIRED

BACK SUPPORTS, FLUSHOMETER, VENTING

PIPES, SUPPLY PIPES, AND SEWER

CONNECTIONS
2 EA
B51

LAVATORY FIXTURES WITH FAUCET AND

REQUIRED BACK SUPPORTS, VENTING PIPES,

SUPPLY PIPES, AND SEWER CONNECTIONS
8 EA
B52 FLOOR DRAIN FIXTURES, TRAP PRIMER, AND
SEWER CONNECTIONS 6 EA

B53 FLOOR SINK FIXTURES, TRAP PRIMER, AND
SEWER CONNECTIONS 1 EA

B54

MOP SINK FIXTURE WITH FAUCET AND

REQUIRED BACK SUPPORTS, VENTING PIPES,

SUPPLY PIPES, AND SEWER CONNECTIONS
1 EA
B55

WATER HEATER WITH REQUIRED VENTING

PIPES, SUPPLY PIPES, AND POWER

CONNECTIONS
1 EA
B56

SINK FIXTURES WITH FAUCET AND REQUIRED

BACK SUPPORTS, VENTING PIPES, SUPPLY

PIPES, AND SEWER CONNECTIONS
2 EA

27 B57

DRINKING FOUNTAIN FIXTURE AND

REQUIRED BACK SUPPORTS, VENTING PIPES,

SUPPLY PIPES, AND SEWER CONNECTIONS
2 EA
B58 HVAC's ROOF TOP SYSTEM, DUCT WORK,

REGISTERS, AND AIR BALANCING
1 EA
B59 HEAT PUMP UNIT SYSTEM, DUCT WORK,

REGISTERS, AND AIR BALANCING
2 EA
B60 EXHAUST FANS, DUCT WORK, REGISTERS,

AND AIR BALANCING
7 EA
B61

KITCHEN EXHAUST HOOD AND RANGE

EXHAUST HOOD, DUCT WORK, REGISTERS,

AND AIR BALANCING
1 EA
B62

SERVICE, ELECTRICAL PANELS, POWER,

SWITCHING, DISTRIBUTION, OCCUPANCY

SENSORS, DATA, AND COMMUNICATION

CONDUITS
1 LS
B63 SERVICE, ALL RESTROOM HAND DRYER 4 EA
B64 SERVICE, INTERIOR LINEAR LIGHT FIXTURES 62 EA
B65 SERVICE, INTERIOR 4"X4" LIGHT FIXTURES 22 EA
B66 SERVICE, INTERIOR ILLUMINATED EXIST

LIGHT FIXTURES
7 EA
B67 SERVICE, EXTERIOR LIGHT FIXTURES 10 EA
B68 REINSTALLATION OF EXISTING FIRE

EXTINGUISHER CABINET & EXTINGUISHER
1 EA
B69 FIRE ALARM SYSTEM, SENSORS, PANEL, &
STROBES 1 LS
B70 STUCCO 1 LS
B71 INSULATION ROOF AND WALLS 1 LS
B72 CEMENT BOARD 2240 SF
B73 T&G 2110 SF
B74 COUNTER TOPS 150 SF

X Allowance 1 LS
TOTAL BASE BID AMOUNT*
Figures
Words

The undersigned agrees that these Contract Bid Forms constitute a firm offer to the Owner which cannot be withdrawn for the number of days indicated in the Invitation for Bids from and after the bid opening date, or until a Contract for the Work is fully executed by the owner and another contractor, whichever is earlier. The undersigned also agrees that if there is a discrepancy between CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 17. To: Honorable Mayor and City Council From: Michael George, Assistant to the City Manager  Subject: CONSIDER TAKING A POSITION OF OPPOSITION AND SENDING A CORRESPONDING LETTERTO THE LEAGUE OF CALIFORNIA CITIES REGARDING THE RECOMMENDATION OF THE CITY MANAGER'SSALES TAX WORKING GROUP ON THE BRADLEY-BURNS SALES AND USE TAX (CITY COUNCIL) I. SUMMARY
This item transmits a letter of opposition for the City Council to consider regarding the League of California Cities'Sales Tax Working Group's proposed recommendations to modify the allocation of the Bradley-Bums 1% Sales Taxon e-commerce transactions.  The proposed 50/50 revenue split between the point-of-sale and destination cities would have a detrimental impacton Carson’s fiscal stability, thereby impacting the quality of life of our residents. E-commerce accounted for roughly11.5% of the total annual sales tax received by the City of Carson in 2024 and 2023. In a 50/50 split Carson willlose about $1.9 million (6%) based on 2024 sales tax actuals and $1.8 million (6%) based on 2023 sales taxactuals. Therefore, staff recommends that the City Council formally oppose the proposed 50/50 revenue split.

II. RECOMMENDATION
TAKE a position of OPPOSITION and DIRECT staff to transmit a corresponding letter.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate and that is consistent with applicable laws.

IV. BACKGROUND
Carson is liable for the infrastructure that supports e-commerce operations, which includes roads, bridges, interchanges, traffic signals, high truck volumes, and commercial traffic. These maintenance costs, unlike the proposed 50/50 revenue split, would not be shifted to the "destination" cities. To shift tax revenue away from the point of sales while ignoring all maintenance costs is not only inequitable but fundamentally flawed. It is unjust that Carson along with other cities are now being asked to absorb the costs without the same revenue stream.

The City Manager’s Sales Tax Working Group’s recommendation came about during a time when e-commerce was thriving, which is no longer the case now. Due to the current volatile economic situation, many cities are experiencing a decrease in e-commerce sales tax revenues. Additionally, the City Manager’s Sales Tax Group recommendation proposes a plus or minus of 10% to allow for flexibility that could apply to either the destination or host city. This is a large percentage of uncertainty as to where the additional plus or minus 10% could be allocated, thereby possibly causing up to a 60% loss of e-commerce sales tax revenue to cities like us. This is a significant blow to our ability to fund public safety, street repair, economic development, and core city services.

Staff will continue to monitor this recommendation from the Sales Tax Working Group in conjunction with Joe A.

Gonsalves & Son, the professional legislative advocacy firm that represents Carson's legislative interests in Sacramento. Changing the Bradley-Burns Sales and Use Tax would ultimately have to go to a vote of the people either through the legislature to put it on the ballot or through the signature process. Updates will be brought to the City Council as appropriate and as needed with possible recommendations for future legislative action.

V. FISCAL IMPACT
There is no fiscal impact associated with this staff report, as it pertains only to the approval of the oppositionletter.

VI. EXHIBITS

1. Sales Tax Reform Opposition Letter

Attachments
Sales Tax Reform Opposition Letter

June 17, 2025

League of California Cities (CalCities)
1400 K Street, Suite 400
Sacramento, CA 95814

Subject: Opposition to Proposed to E-Commerce Sales Tax Changes (Bradley Burns Sales Tax Reform) - Protecting Carson’s Financial Stability

Dear CalCities Board Members,

On behalf of the City of Carson, our City Council writes to express our strong opposition to the Sales Tax Working Group's proposed recommendations to alter the allocation of the Bradley- Bums 1% Sales Tax for e-commerce transactions.

The proposed 50/50 revenue split between the point-of-sale and destination cities would have a detrimental impact on Carson’s fiscal stability and thus the quality of life of our residents. E- commerce accounted for roughly 11.5% of the total annual sales tax received by the City of Carson in 2024 and 2023. In a 50/50 split Carson will lose about $1.9 million (6%) based on 2024 sales tax actuals and $1.8 million (6%) based on 2023 sales tax actuals. For this reason, we are firmly opposed to the proposed 50/50 revenue split. Carson is home to vibrant, predominantly minority communities that have long shouldered the impacts of heavy industrial and logistical activity due to our proximity to the Ports of Los Angeles and Long Beach. The City of Carson is experiencing a renaissance and continues working toward becoming a destination City by harnessing control of our future and securing meaningful benefits for our residents. Losing a portion of our revenue would threaten those efforts by reducing the resources we rely on to improve quality of life for our residents and invest in our neighborhoods.

The City Manager’s Sales Tax Group’s recommendation came about during a time when e- commerce was thriving, which is no longer the case now. Due to the current volatile economic situation, many cities are experiencing a decrease in e-commerce sales tax revenues.

Additionally, the City Manager’s Sales Tax Group recommendation proposes a plus or minus of 10% to allow for flexibility that could apply to either the destination or host city. This is a large percentage of uncertainty as to where the additional plus or minus 10% could be allocated, thereby possibly causing up to a 60% loss of e-commerce sales tax revenue to cities like us. This is a significant blow to our ability to fund public safety, street repair, economic development, and core city services.

Carson is liable for the infrastructure that supports e-commerce operations, which includes roads, bridges, interchanges, traffic signals, high truck volumes, and commercial traffic. The maintenance costs, unlike the proposed 50/50 revenue split, would not be shifted to the "destination" cities. To shift tax revenue away from the point of sales while ignoring all maintenance costs is not only inequitable but fundamentally flawed. It is unjust that Carson along with other cities are now being asked to absorb the costs without the same revenue stream.

Furthermore, this change retroactively undermines the very incentive structure that encouraged cities to invest in job creation, infrastructure, and commerce. If these recommendations proceed, cities that acted responsibly and fostered economic growth will be punished for their foresight.

This creates a chilling effect for future investment planning and sends a message that cities cannot rely on existing revenue frameworks when making long-term commitments to the community.

We along with several other cities strongly urge CalCities to reject this redistribution proposal and instead pursue policies that recognize the full financial responsibilities borne by point-of-sale cities. Any framework that ignores the cost of infrastructure maintenance while shifting revenue away is inherently inequitable and unsustainable.

We appreciate your ongoing advocacy and welcome the opportunity to work collaboratively on alternative solutions that uphold fiscal fairness and protect cities that have invested in California's economic engine.

Sincerely,

City of Carson Mayor and City Council
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 18. To: Honorable Mayor and City Council From: Michael George, Assistant to the City Manager  Subject: CONSIDER CANCELING THE AUGUST 19, 2025, REGULAR CITY COUNCIL MEETING BYMINUTE ORDER (CITY COUNCIL) I. SUMMARY
This item transmits a request for City Council to consider canceling the August 19, 2025, Regular City CouncilMeeting by minute order. The City Council typically meets on the first and third Tuesdays of each month. Approvalof this item would cancel, or cause “to go dark,” the Regular meeting that is scheduled to occur on the thirdTuesday of August 2025.

II. RECOMMENDATION

1. APPROVE canceling the August 19, 2025, Regular City Council Meeting by minute order.

III. ALTERNATIVES
TAKE another action deemed appropriate by the City Council and that is consistent with applicable laws.

IV. BACKGROUND
Section 2403(A) of the Carson Municipal Code provides that regular meetings of the City Council shall be held on the first and third Tuesdays of each month at the hour of 5:00 P.M. Section 308 of the City Charter authorizes the City Council to cancel meetings if it so desires. In the past, the City Council has chosen to cancel the second City Council meeting in the month of August when it deems appropriate.

Approval of this item would authorize a one-time cancellation of the second meeting in August 2025 that is scheduled to fall on the third Tuesday of that month. The normal City Council meeting schedule would resume in September 2025, with meetings on September 2 and 16.

V. FISCAL IMPACT
There is no fiscal impact associated with this report.

VI. EXHIBITS
None

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 19. To: Honorable Mayor and City Council From: Christopher Palmer, Planner Manager CD Administration Subject: CONSIDER A CONTRACTUAL SERVICES AGREEMENT WITH RETAIL STRATEGIES FORRETAIL AND COMMERCIAL ATTRACTION FOR ECONOMIC DEVELOPMENT, IN AN AMOUNT NOT TOEXCEED $150,000 (CITY COUNCIL) I. SUMMARY
The City issued a Request for Proposals for an Economic Development Retail and Commercial Attraction Partnership (RFP 25-031) in May 2025 with responses received in June (Exhibit 1).  Three proposals were received.

An internal review evaluated the three firms that seemed to be the best match for Carson.  An interview was conducted with the firm receiving the highest score by the Assistant City Manager and the Acting Economic Development Manager. Retail Strategies was recommended (Proposal is Exhibit 2, Contract is Exhibit 3). A full list of the firms that submitted is attached as Exhibit 4.

The scope of this contract entails partnering with Retail Strategies for market analysis, retail assessment strategy, business attraction and community representation all geared towards enhancement and implementation of the City’s Economic Development Strategic Plan.

II. RECOMMENDATION
APPROVE a Contract Services Agreement with Retail Strategies, for the development and implementation of an economic development retail and commercial attraction partnership, in an amount not to exceed $150,000.

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

IV. BACKGROUND
The City issued a Request for Proposals for an Economic Development Retail and Commercial Attraction Partnership in May 2025 with responses received in June. In addition to the research activity, the purpose and scope of the plan is expected to highlight the City’s unique selling points, such as its strategic location, assets, business-friendly policies, demographics, and infrastructure, and showcase the City’s appeal to businesses, developers, investors, and visitors; all with the intent to attract desired industry to the City.

Three proposals were received from reputable firms who specialize in retail and financial brokerage services.

Retail Strategies was identified as the lowest responsive bidder and submitted a comprehensive proposal to provide retail brokerage services on a retainer basis, over a three year period.

Retail Strategies, (the Consultant) is a premier retail and restaurant recruitment firm focused on helping communities across the United States attract and retain high-quality businesses. With over a decade of experience, they have successfully assisted more than 1,000 communities, leveraging a combination of real estate expertise, data-driven insights, and national connections. The firm is strives to advance the retail and restaurant recruitment efforts of the City while fostering economic growth and enhancing the community’s vibrancy.

Retail Strategies has long-standing partnerships with top-tier full-service commercial real estate firms that specialize in retail real estate. These partnerships enhance their ability to provide comprehensive support in retail recruitment, ensuring that they can leverage their expertise and networks for the benefit of our community. The firm works seamlessly with these partners to ensure that both site selection and lease negotiations are handled efficiently and professionally.

V. FISCAL IMPACT
If approved, the contract is for an amount not to exceed $150,000 over a three year period; at $50,000 annually.

There is no fiscal impact for the current (2024-25) fiscal year as sufficient funds exist in Account No. 101-70-720- 969-6004 in the amount of $50,000.  The additional years of the contract will be budgeted in the subsequent fiscal years for 2025-26 and 2026-27, concurrently.

VI. EXHIBITS

1. RFP 25-031 Economic Development Retail and Commercial Attraction Partnership

2. Retail Strategies - Proposal

3. Retail Strategies - Contract Service Agreement

4. RFP 25-031 - Bid Register

Attachments
RFP 25-031 Economic Development Retail and Commercial Attraction Partnership.pdf Retail Strategies Proposal.pdf
(Retail Strategies) Professional Services Contract (2011996.3).pdf RFP 25-031 Bid Register.pdf
1 REQUEST FOR PROPOSALS (RFP): 25-031
Notice is hereby given that the Purchasing Manager of the City of Carson will accept proposals for:

RETAIL BROKERAGE SERVICES
ISSUE DATE:

QUESTIONS DEADLINE:

PROPOSAL DEADLINE:
05//30/2025
06/04/2025 | 08:00 AM
06/09/2025 | 10:00 AM

PROPOSALS MUST BE SUBMITTED ELECTRONICALLY
REGISTER AS A VENDOR AND SUBMIT ELECTRONIC PROPOSALS AT:
https://www.planetbids.com/portal/portal.cfm?CompanyID=32461 No late proposals will be accepted. Proposals received after the deadline established will not be considered for this contract. Proposers are strongly encouraged to carefully read the entire RFP and are solely responsible for the timely submittal of complete proposals. The City reserves the sole right to evaluate the proposals submitted, waive any irregularity therein, approve sub -consultants (if applicable), and s elect or reject proposals, should such action be deemed in the best interests of the City.

All questions or requests for interpretation regarding this RFP must be submitted online through PlanetBids by the date and time specified. Any City response for this solicitation not submitted through PlanetBids is unauthorized and will be considered invalid. Any attempt to lobby members of the Carson City Council, or City of Carson staff during the release of the solicitation and the announcement of the award determination, may result in disqualification from the selection process.

Please note, in the event of a conflict between any details included in this RFP 25-031 and any details in PlanetBids, this RFP 25-031 shall control and govern.

To view other bidding opportunities from the City of Carson, please visit:
https://ci.carson.ca.us/Finance/Bidding.aspx
Josilla Togiola, Purchasing Manager
Purchasing Division
701 E. Carson Street
Carson, CA 90745
2 A. SUMMARY
The City of Carson (“City”) Planning Division is seeking qualified firm s for professional Retail Brokerage Services. requests written responses to a Request for Proposals (RFP) for selection of Retail Brokerage Servi ces on an on -call basis. The City provides vital services to City residents and requires capable and compe tent Retail Development Services. The City will evaluate and select a singular firm to develop and implement a plan for retail and restaurant to support its Economic Development efforts.

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

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

B. GENERAL RFP POLICIES
The City of Carson reserves the right to make changes in this RFP as it may deem appropriate. Any and all changes in the RFP will be made by written addenda which will be issued via PlanetBids. No oral changes will be permitted. Addenda issued during the proposal process shall become a part of the original proposal. All proposals must be submitted by the date and time established for the opening of proposals. The City of Carson reserves the right to take any action considered to be in the best interest of the City of Carson.

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

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

This RFP does not commit the City of Carson to award a contract or to pay any cost 3 incurred in the preparation of any response to the RFP. All responses to this RFP become the property of the City. At such time a selection is made, all responses submitted become a matter of public record and shall be regarded as such, with the exception of those elements in responses which are trade secrets or proprietary, marked as such, and otherwise exempt f rom disclosure under the Public Records Act. Any changes to the RFP requirements will be made by written addenda via PlanetBids.

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

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

NOTE: E-Bids are sealed and cannot be viewed by City staff until the close date and time. If you need to withdraw your bid, you may do so at any time before the bid deadline, by going back into the system and selecting “withdraw.” C. PROPOSAL SUBMISSION
All proposals in response to this RFP must be submitted electronically on PlanetBids no later than the due date and time established on the cover page of this solicitation document. All proposal submission documents must be signed and dated by an official authorized to legally bind the entity and enter into a contract. All proposal submission documents shall be uploaded in PDF format.

It is the sole responsibility of the bidder to ensure sufficient time to prepare, scan and upload your documents into the electronic bid system prior to the deadline, as the system will lock and not allow entry of bids after the designated deadline. Any technical questions regarding the use of PlanetBids must be directed to PlanetBids.

Failure to include all required Sections and Attachments may result in a proposal being deemed unresponsive. All proposals shall include the following, at minimum:

I. Required Proposal Sections – Not to exceed thirty (30) pages:
4  Cover Letter – Signed by an officer of the firm authorized to execute a contract with the City. The primary contact name, phone number, email, and mailing address shall also be included.
 Proposer Qualifications – Summarize the qualifications of the Proposer. Include general information such as, but not limited to, the number of years in business, areas of expertise, etc.
 Key Staff and Team – Identify Key Staff that will be assigned to the project and include a description of their skills, qualifications, and experience. Include a proposed project structure and organization chart.
 Project Understanding – Demonstrate an understanding of the Scope, key goals, and objectives.
 Project Approach and Work Plan – Include a detailed work approach and methodology, incorporating project stages, deliverables, project milestones, project timeline, and any other necessary information required to complete the Scope of Work.
 Subcontractor List (if applicable) – Include a list of subcontractors, if applicable, that will be utilized to complete the Scope of Work. Identify the subcontractor’s qualifications and extent of work to be performed by each subcontractor. Include a summary of the subcontractor’s qualifications, key personnel, primary contact name, phone number, and email.
• The majority of the work as required herein must be performed by the awarded contractor. The work may not be subcontracted to another contractor unless the subcontractor has been included in the Proposal, or a substitution has been approved in writing by the City’s Contracting Officer in advance of work performed.  Cost File (For purposes of the proposal page count limit [30], this item is not to be included). – Include all labor costs, overhead costs, subconsultant costs, and an itemized list for direct expenses (if applicable). Include hourly rates for all personnel classifications/titles that would typically be required to complete the Scope of Work, any additional applicable fees that would be applicable, and an overall project budget for the successful completion of the outlined scope. Include hourly rates for additional work which may be authorized by the City’s Contract Officer. • Cost Files must be submitted as a standalone document utilizing the Cost File upload option in Planet Bids.

II. Required General Attachments (Attached as Exhibit A)  Bidder/Proposer Affidavit
 Affidavit of Non-Collusion and Non-Discrimination
 Affidavit of Non-Federal Lobbyist Requirement
 Debarment and Suspension Certification
 Acknowledgment of Insurance Endorsements – Insurance requirements are outlined in Section 5.1 of the City’s Form Contract (Attached as Exhibit B)  Client Reference List
 W9
 Modifications to the City’s Form Contract (If applicable) • Proposers requesting modification to the City’s Form Contract (Attached as Exhibit B) shall include a redlined version at the time of submission for the City’s consideration.
• Award is based on a successful negotiation. Failure of the City and any proposer to reach a mutual agreement regarding the Contract or 5 any other portions of the award, may result in the City moving to negotiation with another proposer.

D. QUESTIONS AND ADDENDA
Any requests for clarification or other questions must be submitted via PlanetBids using the “Q&A” tab no later than the date and time established on the cover page of this solicitation document. No verbal requests or requests made in any other format will be accepted. Each question must be submitted separately, not combined into a single submission or written in paragraph form. Be sure to include the corresponding Section and page number with each question. The City will provide formal answers to all questions.

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

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

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

Type of Question Contact Contact Info
Those related to the Contract PlanetBids Post directly to PlanetBids under the “Q&A” tab
Use of PlanetBids PlanetBids (818) 992-1771
City’s Purchasing Process Josilla Togiola
Purchasing Manager
[email protected]
(310) 830-7600 ext. 1237
E. PROPOSER QUALIFICATIONS
Proposers who do not meet the minimum qualifications will be disqualified. Written proposals shall clearly demonstrate the minimum qualifications in order to be considered responsive. All proposers must meet the following, at minimum:
• Qualification to conduct business in the City including, but not limited to: maintaining a City business license, maintaining the required Insurance as outlined above, etc. • Not having been debarred by Federal, State or local government • Demonstrated capability, skills, financial responsibility, experience, and resources to complete the Scope of Work.
• Minimum of five (5) years’ experience in retail recruitment. 6 • Minimum of five (5) years’ experience making outreach to property owners, brokers, developers, retailers, restaurant, and other retail industry players. • Demonstrated active participation in International Council of Shopping Centers (“ICSC”) and Retail Live.
• Demonstrated experience in data collection, reporting and identifying opportunities for the expansion and attraction of new retail sales operations in the City. • Demonstrated experience beyond data collection and into relationship and connections with retail operators.
• Minimum of ten (10) members of Staff with a current Real Estate License. • Demonstrated and example deliverables for retail and restaurant efforts.

F. PROPOSAL OPENING, DOCUMENT REVIEW, AND AWARD OF CONTRACT

Proposals will be evaluated on the basis of the response to all provisions of the RFP.

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

An evaluation panel, consisting of City staff and members selected by City staff, will review and evaluate all responsive main submittals received by the submittal date as set forth in this RFP, or as amended by addenda, and the main submittals will be evaluated based on the thoroughness, clarity, and quality of the material presented.

The City will use the following criteria to evaluate proposals:

Evaluation Criteria Weight

0. Responsive Pass/Fail

1. Quality of Firm – Specific capabilities, history, etc. 40%

2. Quality of Staff – Key personnel qualifications, experience, etc. 20%

3. Experience 20%

4. Proposal Submission 20%
Total 100%

The City reserves the right to: (1) Accept or reject any and all proposals or any part of any proposal and to waive any irregularities or informalities in any proposal; (2) Request clarification of any information contained in a proposal or allow for the correction of errors and/or omissions; (3) Conduct qualification interviews with highest ranked proposer(s) prior to a final selection; (4) Solicit new proposals on the same project, or on a modified project, which may include portions of the original RFP as the City may deem necessary; (5) Disregard all non -conforming, non-responsive, or conditional proposals; (6) Reject the response of any proposer who does not pass the evaluation to the City’s satisfaction; (7) Award a contract based solely on the submittal; (8) Select the proposal that will best meet the needs of the City; (9) Request clarification of any proposal; (10) Negotiate the Contract Services Agreement terms 7 with tentatively selected proposer(s); and (11) Modify the evaluation criteria as deemed appropriate prior to the commencement of evaluation.

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

Awarded proposer, or proposers if multiple contracts are awarded, will be notified by issuance of a Notice of Intent to Award via PlanetBids Vendor Portal to all bidders. Any award is contingent upon the successful negotiation of final contract terms.

Negotiations shall be confidential and not subject to disclosure to competing bidders except to the exte nt memorialized in a contract that is approved by the City or presented for approval by the City Council. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with other proposer(s) or withdraw the RFP in its entirety and re-bid. 8 SCOPE OF WORK (RFP 25-031)

RETAIL BROKERAGE SERVICES
The City is seeking retail services to develop a plan for retail and restaurant to attract desired retail and restaurants to the community. The City will work closely with the vendor to enhance business retention, identify City’s strengths and weaknesses, and leverage those into a retailer’s decision to locate inside the city. The vendor will serve as an extension to the City Staff. The proposed Scope of Work to include, but not limited to:

A. Research

1. Identify market retail trade area using political boundaries, drive times and radii and custom boundary geographies.

2. Perform market and retail Gap analysis for trade area.

3. Conduct retail peer market analysis.

4. Competition analysis of identified target zones trade area(s).

5. Tapestry lifestyles – psychographic profile of trade area / market segmentation analysis.

6. Retail competitor mapping/analysis.

7. Analysis of future retail space requirements in relation to the retail market analysis, the market’s growth potential and trends in the retail industry.

8. Identification of at minimum 30 retail prospects to be targeted for recruitment over three-year engagement.

9. Updates provided on retail industry trends.

10. Custom on-demand demographic research.

11. Customized retail market guide including aerial map with existing national retailer brands and traffic counts.

B. Real Estate Analysis

1. Identify/Evaluate/Catalog priority commercial properties for development, re- development and higher and best use opportunities by licensed real estate professionals.

2. Identification of priority business categories for recruitment and/or local expansion.

3. Perform competitive analysis of existing shopping centers and retail corridors.

4. Active outreach to local brokers and landowners.

C. Retail Recruitment and Representation

1. Pro-active retail recruitment for targeted zones.

2. Will contact a minimum of thirty (30) retailers, restaurants, brokers and/or developers.

3. One market visit per calendar year included in agreement, any travel outside of the agreement shall be approved and paid for by the contracting entity.

4. ICSC Conference representation and/or other retail conferences and tradeshows.

EXHIBIT A

EXHIBIT B
Retail Brokerage
Services
RFP:25-031
Carson, California
Prepared by: Jessica Bohlen
Director, Community Partnerships
June 09th, 2025

4 Proposer Qualifications
6 Key Staff and Team
10 Project Understanding
11 Project Approach and Work Plan
Table of Contents
RFP for Professional Services
3 Proposer Qualifications
Retail Strategies is a premier retail and restaurant recruitment firm focused on helping communities across the United States attract and retain high-quality businesses. With over a decade of experience, we have successfully assisted more than 1,000 communities, leveraging a combination of real estate expertise, data-driven insights, and national connections. Our firm is excited about the opportunity to work with Carson, California to advance its retail and restaurant recruitment efforts, fostering economic growth and enhancing the community’s vibrancy.

Experience in Retail
Real Estate
Retail Strategies has over 200 years of collective retail real estate experience. Since our founding in 2011, we have worked with over 1,000 communities across the United States to successfully recruit and retain retail and restaurant businesses. Our team has consistently demonstrated expertise in retail market analysis, community engagement, and real estate transactions, providing strategic support to clients in both urban and rural settings.

Outreach Experience Our team has extensive experience in outreach to key stakeholders within the retail and restaurant industries. We have been actively engaged in making outreach to property owners, brokers, developers, retailers, restaurant operators, and other industry players for over 14 years. Our established relationships allow us to effectively advocate for our client communities, ensuring that the right businesses are attracted to each market. Retail Strategies has played a key role in facilitating over retail and restaurant deals across the country.

Partnership with a
Full-Service
Commercial Real
Estate Firm
Retail Strategies has long-standing partnerships with top-tier full-service commercial real estate firms that specialize in retail real estate. These partnerships enhance our ability to provide comprehensive support in retail recruitment, ensuring that we can leverage their expertise and networks for the benefit of our clients. Our firm works seamlessly with these partners to ensure that both site selection and lease negotiations are handled efficiently and professionally.

Our sister company, Retail Specialists, is a full service boutique brokerage firm—which includes leasing and brokerage, tenant representation, property management, and development.

Industry Participation We are actively involved in key industry organizations such as the International Council of Shopping Centers (ICSC) and Retail Live. Our team attends over 20 deal-making events annually, ensuring that we stay up to date with the latest trends, opportunities, and key players in the retail sector. These events allow us to foster relationships with retailers, developers, brokers, and other professionals, which we leverage to support our clients’ retail and restaurant recruitment efforts.

We are industry influencers and believe in effecting change in our industry at the highest levels. Retail Strategies President, Lacy Beasley, serves on the Board of Trustees for ICSC, the largest not-for-profit membership-based industry organization. 4
Data Collection and
Analysis Expertise
Retail Strategies excels in data collection and analysis, utilizing multiple premium datasets that provide insights into consumer demographics, spending patterns, and retail trends. Our team uses this data to craft compelling market stories that help communities attract the right retail businesses. We routinely deliver customized reports that highlight retail gaps, opportunities for expansion, and actionable insights to help local businesses thrive. We apply this data to both the recruitment of new retail businesses and the retention of existing ones.

Retail Operator
Connections
Our team has built a robust network of retail operators, developers, and other key industry professionals over the last 14 years. Through our participation in industry events, our direct outreach efforts, and our track record of successful transactions, we have established lasting relationships with national retailers, restaurant chains, and franchisees. These connections are critical in ensuring that our client communities are connected to the right operators and that their retail and restaurant goals are realized. Annually we host over 20+ national brands in our office.

Professional
Certification
Retail Strategies is proud to have six team members who hold the Certified Commercial Investment Member (CCIM) designation. This certification is a mark of excellence in commercial real estate, reflecting advanced knowledge in market analysis, financial analysis, and investment strategies. Our six in-house CCIM-certified professionals provide strategic insight and leadership, ensuring that we offer our clients the highest level of expertise in retail and real estate transactions. The Retail Strategies team is the only retail consulting firm with 25 licensed real estate agents and 6 Certified Commercial Investment Members on staff.

Proposer Qualifications
Continued
5 Executive Support
Lacy Beasley Scott VonCannon Clay Craft Joe Strauss

PRESIDENT COO VICE PRESIDENT,

CLIENT SERVICES

VICE PRESIDENT,

RETAIL DEVELOPMENT
Brook Hill John Mark Boozer

PORTFOLIO DIRECTOR RETAIL DEVELOPMENT

COORDINATOR

Marketing & Research
Courtney Hall Ryder Richards Michelle Moultrie

CHIEF MARKETING

OFFICER

CREATIVE DIRECTOR DIRECTOR OF

MARKETING
Licensed Real
Estate Professionals
Staff to Client Ratio
rimary oints of Contact
Jessica Bohlen

DIRECTOR, COMMUNITY

PARTNERSHIPS
Sam Hudson

GRAPHICS DESIGNER
Key Staff and Team
For our partnership
we will dedicate a
team of Retail Real
Estate Professionals
to serve as your
day-to-day points
of contact. These
professionals are
supported by a full
marketing team,
research staff, and
executive oversight
and support.

Most importantly,
your team will be
building a
relationship with
you so that we can
leverage your local
knowledge with our
network of industry
professionals.

Robert Jolly Mead Silsbee

PRESIDENT PRESIDENT
Retail Recruitment
Jessica Bohlen
Director, Community Partnerships
[email protected]
As director of client services
for Retail Strategies, Matt uses
his background and experience to support all the retail recruitment teams on processes, negotiations and
retailer connections.

Before joining Retail Strategies, Matt worked as
director of operations at Premiere Property
Management. Matt also worked as property manager
for Shannon Waltchack, where he managed properties
ranging from traditional retail to adaptive reuse and
mixed-use properties. Throughout his career, he has
also been successful in asset management,
development, and leasing of retail commercial real
estate.

Matt Jeager
Director of Client Services
[email protected]
Brooke Hill
Portfolio Director
[email protected]
Jessica Bohlen is a business developer
for Retail Strategies guiding municipal
leaders in California, Oregon, Washington, and Idaho on their retail recruitment and community development initiatives.

Prior to her role, Jessica was brand manager for Mr. Smith, an Australian-based luxury haircare brand, where she managed multiple account executives across the U.S. and developed relationships with key accounts and distributors.

She received her bachelor’s degree in communications from California State University. Along with her knowledge, she holds a strong skill set that allows her to increase sales and build trustworthy relationships with clients.

A native of northern California, Jessica loves to have friends and family over for a nice meal. She appreciates a nice sunny day outside and traveling with her husband in her free time.

As a Retail Development Manager,
John Mark specializes in retail
recruitment and development. He
focuses on the identification of retail, restaurant, and hospitality companies to fill the product and service gaps within each of his client community’s trade area. His
primary role is to leverage industry relationships with the brokerage and development community to assist retailers’ expansion efforts. He also trains Retail Development
Coordinators on the team.

Prior to joining full-time, John Mark served as an intern for Retail Strategies and Retail Specialists for one year where he gained hands-on experience in many facets of the
commercial real estate industry.

Originally from Winfield, Alabama, John Mark attended the University of Alabama at Birmingham Collat School of
Business where he earned his bachelor’s degree in Finance with honors. While there, he founded the Collat Real Estate Society, was a student member of CCIM, and studied
abroad to the United Arab Emirates and the Netherlands.

John Mark Boozer
Retail Development Manager
[email protected]
Brooke Hill is a dedicated Portfolio
Director at Retail Strategies, specializing in fostering strong relationships between the company and
communities across the West Coast, including
Arizona, California, Oregon, and Washington. In her
role, Brooke serves as the primary point of contact
for Retail Strategies’ clients, acting as a liaison with community leaders. She also actively engages with
real estate professionals to advance the interests of
these communities.

Brooke’s comprehensive education from LSU’s
College of Business provides her with a solid
foundation, and her extensive experience in
managing and directing operations makes her an
ideal fit for this multifaceted role.

Key Staff and Team
Retail Recruitment Team

Joe joined Retail Strategies in 2014
with a background in real estate. He
specializes in retail recruitment and
focuses on the identification of companies to fill the product and service gaps within each county’s trade area. He brings over 9 years of real estate experience to Retail Strategies. Joe has represented over 60 municipal, economic development, Chambers of Commerce, and regional groups throughout the Southeast and Midwest. Joe has worked with numerous developers, retailers, brokers, and property owners assisting in finding retail tenants in his territory. He and his team has assisted in the recruitment of over 60 retailers to our client markets and have many more in the pipeline for 2017.

Joe graduated from the University of Alabama with a bachelor’s degree in Finance and a concentration in Real Estate and got into the business when he was a sophomore at the University. Joe is a licensed real estate professional and is also working on getting his CCIM designation, which is a Certified Commercial Investment Member.

Joe Strauss
Vice President, Retail Development
[email protected]
Courtney joined the Retail Strategies
team in 2019. In her role as Chief
Marketing Officer, she is responsible
for overseeing the planning, development and execution of the company’s marketing initiatives.

Prior to working for Retail Strategies, Courtney worked for Buxton where she worked with county officials as well as retail and healthcare executives to help with site selection and real estate growth. She graduated from Texas Tech University with a degree in Marketing. She is an avid runner and enjoys spending time with her twin daughters.

Courtney Hall
Chief Marketing Officer
[email protected]
As Vice President of Client Services,
Clay serves as the face of the
company for Retail Strategies clients
in the Midwest and Florida. He began his career with Retail Strategies in retail development where he has assisted retailers in opening new stores in 12 states and now leverages that deal making experience to find new opportunities for development and redevelopment in his client cities. Clay’s experience and contacts within the industry allows him to strategically identify retail users that will not only prosper within his engaged cities, but also make them better places to live.

Clay has a passion for sustainable growth and design and combines those skills with a deep understanding of the needs of his clients to make responsible retail growth happen.

Clay graduated with honors from Auburn University with a master’s degree in landscape architecture in 2010. Clay is a licensed Real Estate Professional and a member of the International Council of Shopping Centers (ICSC).

Clay Craft
Vice President, Client Services
[email protected]
As Vice President of Operations,
Amanda oversees the internal
operations of the organization with a focus on human capital and culture. She is instrumental in the design and implementation of company processes including onboarding, talent development, and performance management. By establishing best policies and practices, Amanda helps to build the optimal environment for team members to reach their full potential.

Previously in her role at Retail Specialists, Amanda was the Director of Marketing where she worked with both the Tenant Representation and Third-Party Leasing teams. During her time in marketing, she developed company marketing collateral, site selection packages, third-party leasing and sales brochures, and development plans.

Amanda received her bachelor’s degree in marketing from the University of Alabama. She started her career in residential marketing before making the move to commercial real estate in 2012 as a marketing associate for The Shopping Center Group.

Amanda Timko
Vice President of Operations
[email protected]
Key Staff and Team
Executive Support Team
Robert Jolly co-founded Retail
Strategies in 2011 and since then has
overseen development of numerous
retail projects and has assisted some of the most well-known tenants in the United States with their expansion into new markets.

Robert brings years of experience with previous sales and management positions at Eason, Graham, and Sandner, Inc. and Black and Decker Corporation. He was the Birmingham Commercial Rookie of the Year in 1998, named one of the “Top 40 Under 40” in 2004, and “Who’s Who of Commercial Real Estate” in 2005 and 2010. Over the course of his career Robert has leased, managed, and developed millions of square feet of retail space.

Robert graduated from the University of Alabama majoring in marketing and English. He is a member of ICSC and in 2008 earned the coveted Certified Commercial Investment Member (CCIM) designation from the Commercial Real Estate Investment Institute. Robert holds a broker’s license in Alabama, Mississippi, Georgia, Florida, Tennessee, Louisiana, South Carolina and Oklahoma
Robert Jolly
Principal & CEO
[email protected]
Mead Silsbee co-founded Retail
Strategies in 2011 and brings over a
decade of real estate experience to
the company. Most recently Mead worked on the retail team at Eason, Graham, and Sandner, Inc. in Birmingham, Alabama. Over the course of his career Mead has leased, managed, and developed millions of square feet of retail space.

Mead graduated from the Randolph-Macon College in Ashland, Virginia where he earned a bachelor’s degree in history and economics.

In 2008, he earned the coveted Certified Commercial Investment Member (CCIM) designation from the Commercial Real Estate Investment Institute and is a member of the International Council of Shopping Centers (ICSC).

Mead Silsbee
Principal & CFO
[email protected]
Lacy serves as President of Retail
Strategies. She has been involved in
retail real estate since 2005. Her
experience with The Shopping Center Group and the Dickson County Chamber of Commerce prior to joining Retail Strategies provides her with the insight to understand the connections needed from the public and private side of the conversation.

A graduate of Lipscomb University, she earned her double major in Marketing and Management. Beasley is the ICSC TN Government Relations Chair and has served on committees with CCIM, EDAA, and multiple ICSC planning committees. Her articles have been published in Shopping Centers Today, Site Selection Magazine and AL Retail Federation.

Lacy has spoken on retail trends and best practices in retail recruitment at more than 75 events including ICSC, American Association of Retirement Communities, American Public Power Association, Tennessee Valley Authority, ElectriCities of NC, Georgia Power, Southeastern Economic Development Council and state-wide economic development and municipal associations in AZ, LA, OK, TN, AL, MS, KY and GA.

Lacy Beasley
President
[email protected]
Scott vonCannon came to Retail
Strategies from Nashville, TN with an
extensive background handling
economic and community development marketing initiatives. He brings over 6 years of experience working with State officials, Economic Developers, Chambers of Commerce, and municipalities to help promote business growth within Cities, States and Regions around the Country. Scott graduated from Auburn University with a bachelor’s degree in Business Administration with a concentration on Marketing.

Scott has been an ICSC member for over 3 years and serves as the ICSC P3 Retail Private Sector Chair in Alabama. He also serves on the AL EDAA Retail Committee. Scott is a licensed real estate professional and has completed working to obtain his CCIM designation.

Scott has presented on retail trends and best practices to over 50 municipal, economic development, chamber of commerce and regional groups throughout the Southeast. He has worked with numerous developer, retailers and brokers throughout the Southeast and Sun Belt region. He and his team has assisted in the recruitment of over 45 retailers to our client markets.

Scott vonCannon
COO
[email protected]
Key Staff and Team
Executive Support Team
Project Understanding
Objectives • To conduct a comprehensive analysis of the retail and restaurant landscape in Carson, California
• To identify opportunities for new businesses that will contribute to the community’s growth and economic development.
• To leverage Retail Strategies’ national network and expertise to connect Carson with the right businesses, brokers, developers, and real estate professionals.
• To build a tailored retail recruitment plan for Carson, positioning the city as an attractive location for retail and restaurant expansion.

Findings • Market Data and Analysis: Understanding consumer behavior and local demographics is crucial. Retail Strategies invests in premium datasets to craft a compelling story about each community’s potential.
• Real Estate Availability: Identifying the right sites and ensuring they align with retailer requirements is key. Our team works closely with local stakeholders to ensure Carsons’s available properties are presented in the best possible light. • National Connections and Networking: Retail recruitment involves multiple stakeholders—brokers, developers, real estate managers, franchisees, and investors. Our team attends major industry events such as ICSC and RetailLive! to connect Carson with key decision-makers.

Recommendations 1. Conduct a Detailed Market and Real Estate Analysis: Using advanced tools and datasets, we will provide an in-depth analysis of Carson’s consumer demographics and current retail market to identify gaps and opportunities for new businesses.

2. Develop a Tailored Retail Recruitment Plan: Based on the market analysis, we will craft a customized retail strategy that highlights Carson’s unique strengths and opportunities for retailers and restaurant operators.

3. Engage National Retailers and Developers: We will leverage our national network of real estate professionals to connect Carson with expanding businesses, ensuring that key decision-makers are aware of the opportunities in your community.

4. Ongoing Networking and Relationship-Building: Attend industry conferences and follow up with leads to maintain momentum and build long-term relationships with potential tenants for Carson’s retail spaces.

Retail recruitment is an essential component of economic development, and with the expertise and resources provided by Retail Strategies, Carson is well-positioned to attract the right retail and restaurant businesses. Our tailored approach, backed by data and real estate expertise, will ensure Carson’s growth and success. We are excited to partner with you and bring our knowledge and national network to work for your community’s future. 10 Project Approach and Work Plan
Market Analysis
The first step is to understand who your consumers are, not just your constituents. Utilizing mobile data, we can uncover where people are coming from and what is their buying power.

Real Estate Assessment
Every retail site in your market will be catalogued by your team at Retail Strategies; shopping centers needing to be backfilled, open land ready for development, or under-utilized retail space all will be assessed by a licensed real estate professional.

Retail Strategy
Based off your data, real estate assets, community input and retail trends, we will develop a retail strategy with specific ,retail, restaurant, grocery, entertainment, and hospitality prospects that are the right fit for your community.

Business Attraction and Community
Representation
This is where the rubber meets the road with human effort.

Carson will receive a dedicated team to represent your city by connecting with retailers, brokers, property owners, tenant reps and any other industry players.

Mobile Data
Collection
Trade Area
Identification
Peer and Void
Analysis
An industry leading report
which utilizes cell phone data
to identify the home and work
location of consumers that
visit a defined shopping area
within the community.

By utilizing mobile data
collection, data and analytics,
and real estate acumen, our
team will identify shopping
patterns within your
community that will answer
key questions for retailers.

After reviewing key
demographic information, we
will deliver a list of uses,
businesses, and opportunities
for your community. These
potential businesses will
elevate your downtown.

Retail Leakage (GAP)
Analysis
Consumer
Expenditures
Psychographic
Analysis (Tapestry
Lifestyles)
Examining the market supply
and market demand within
the trade area to uncover the
categories of retail being
desired by your community.

Drilling down into each retail
segment to identify and
understand what your
consumers spending patterns
are.

Defines the type of consumers
in your market by breaking
down consumers
demographic characteristics,
consumer preferences,
consumer expenditures, and
cultural ideals.

The cycle begins with market analysis. Your team
will take a deep dive into the data, advanced
analytics, and proprietary tools developed in
house to uncover and define the potential in
your community.

Our primary data source consistently delivers
the highest level of accuracy and allows our
team to analyze and deliver over 3,365
individual variables (per geography) providing
the deepest, most reliable, information possible
to our Clients.
12 Market Analysis
Project Approach and Work Plan
Maps don’t tell your real estate story. Your team of retail real estate professionals travel to your community to uncover your strategic and underutilized real estate assets. Some of the site metrics we catalogue are:

Real Estate Assessment
13 Your team gets to know property
owners, developers, and local brokers
who represent these properties. Your
team works with all of these as a service
provided by the city.

Real Estate is the key to every retail
business expansion.

In addition to recruiting more than 1000
business into client communities, the
Retail Strategies team has corporate
experience with some of America’s top
retailers. This experience means that
Retail Strategies has some of the
deepest understanding of retail site
selection criteria in the United States.

Retail Strategies is the only retail consulting
firm with over 250+ years of retail real
estate experience and we utilize our
collective knowledge to provide the most
thorough, and creative, assessment of your
community.

Land for new development
Redevelopment for highest and best use
Existing vacant space
• Available Commercial Property
• Off-Market Commercial Property
• New Development Sites
• Site Access
• Parking
• Signage/Visibility
• Co-Tenancy
• Existing Retailers
Type of Retailer Food & Beverage
Demographic Radius
Ring Requirement: 3
Minimum Population
Requirement: 50,000
Household Income
Requirement $50,000
Traffic Count 20,000 VPD
Number of SF or
AC: 1,100 SF-4,500 SF
Location Comments: Need 2-3 Acres at the best site in town with excellent access, visibility, and
traffic. Employs on average 44 people.

Average Sales Volume $9,300,000.

Site Selection Criteria
Project Approach and Work Plan
Strategy Presentation
Retail Strategies will present the plan for approval before implementation. As your partner, your buy-in is vital to our efforts and our success.

Once approved, your dedicated team will kick into high gear to connect with the retail, restaurant, hospitality and real estate community to move the needle on business
recruitment.

Marketing Guide
Marketing flyers are a condensed version of the recruitment strategy that can be shared in your community. Marketing Guides showcase critical market data and real estate
information to illustrate the top facts industry professionals need to know about your community. Client cities can
upload these documents to their website, keep printed
versions in their office, and distribute them to interested parties.

At the end of our discovery process - we combine your data, analytics, real estate, and community vision to create your Retail Recruitment Plan and Strategy.

This 70+ page document highlights our research on the community, demographic information, retail analysis and our Boots on the Ground real estate analysis.

Identified are the top prospects where our team of experts will perform outreach to match your real estate and market opportunities.

Deliverables
Project Approach and Work Plan
Outreach
Your dedicated team will use the information
gathered and presented in the Retail Strategy to
engage in conversations with developers, tenant
reps, and commercial real estate brokers. Retail
Strategies utilizes the network of all 70+
employees to facilitate conversations with brands
that are aligned with your community’s assets and
opportunities.

Conference Representation
Each year our team attends more than a dozen
retail real estate conferences including ICSC
Monterey, ICSC Vegas, ICSC Western and
RetailLive!
At the conferences we will conduct meetings with
targeted retailers, restaurants, brokers, and
developers on your behalf. Your team will use
these conferences to build and maintain
relationships on your community’s behalf, provide
your community with updated trends, and
understand the growth strategy of retail brands.

Once a plan is delivered it does not sit on a shelf. This is the human effort that yields results. Your team acts as an extension of your staff to proactively recruit the right retail into your community.

Objective Real Estate Expertise
While each individual real estate broker or local property owner is most concerned with their individual portfolio, Retail Strategies will be concerned with Carson’s best interest on these sites. Instead of backfilling a site with another mattress store or dollar general we will work with the local brokerage community to fill sites with retailers your constituents want that will grow the retail base.

Retail Recruitment and Community
Representation
15 Project Approach and Work Plan
Reporting & Collaboration Basecamp
Reporting and Communicating is the key to any
partnership. We dedicate multiple points of
contact to you so that we ensure:
1) effective outreach
2) that your questions, feedback, and other
information can be answered, collected, and
utilized.

Retail Strategies utilizes Basecamp, a project
management and collaboration web platform,
to record and store conversations and
information shared with our Clients. This
platform is username and password protected
and keeps our partnership organized.

We understand that your team will adjust
and grow overtime and Basecamp allows
new members of your team the
ability to get up to speed quickly
with our efforts.

Reporting Retail Trends & Access
Through our partnership, we will establish
regular communication with you. We will
conduct Quarterly Business Reviews with
updates from our recruitment efforts, industry
news, and other information that will allow you
to become more of an expert on your market
and the industry.

Your team will be reaching out to property
owners, brokers, developers, retailers,
restaurants, and other industry players on your
behalf. These conversations will be summarized
and provided to you to keep you in the know
on our efforts.

In addition, through our experience, we know
we can learn as much from a “no” as we can
from the “yes”. We provide you information on
why it is a yes and why it was a no so that your
community can better understand how
prospective businesses and industry leaders
view your community.

Retail is constantly evolving and changing.

Everyday we are processing new information
and converting it into insights for our Client
Communities. Throughout the life of our
partnership, we will continuously provide
updates on industry trends and expansion.

Reporting & Collaboration
Project Approach and Work Plan
Project Schedule
DAY 1-30: RESEARCH AND ANALYSIS
• Team introductions – you will have 2 full time project managers supported by 25+ additional staff members • Online Project management platform, Basecamp, set up
• Thousands of demographic variables run and uploaded to Basecamp • Community Survey to Local Leadership
• Mobile Tracking Data Report conducted and used to customize retail trade area • Identify market retail trade area using drive times, radius rings and custom trade area • Perform retail GAP analysis for trade area (i.e. leakage and surplus) • Conduct retail peer market analysis (other communities of similar size and make up) • Analysis of potential number of new retail stores by category in relation to the peer markets Carson can support • Tapestry lifestyles – psychographic profile of trade area / market segmentation analysis • Consumer Spending Pattern Reports
• Identification of priority business categories for recruitment and/or local expansion DAY 30-60: REAL ESTATE ANALYSIS
• Retail Real Estate Analysis performed by Licensed Retail Real Estate Professionals • Market visit to identify and evaluate priority commercial properties for development, re-development and higher and best use opportunities. Property inventory created. • Aerial map with Carson’s existing retailers and TDOT traffic counts • Identify and evaluate competing shopping areas and retail nodes DAY 45 & BEYOND: RETAIL RECRUITMENT IMPLEMENTATION // NATIONAL REPRESENTATION • Identification of at minimum 30 retail prospects to be targeted for recruitment in the first year of our partnership • Project specific on-going updates on customized demographic research • Pro-active retail recruitment for targeted zones
• Active outreach to developers, retailers, franchises, local brokers, land owners and other industry decision makers • Updates on new activity will be provided to Client’s designated primary point of contact via Basecamp, telephone, or email on a regular basis
• ICSC conference representation- updates provided according to the annual conference schedule • On Demand Reporting – by partnering with Retail Strategies we become your research arm providing data to our contracting entity as it is requested.
• Frequent Industry Trends and Market Outlook Reports
DAY 60-90: RECRUITMENT PLAN COMPLETED AND DELIVERED TO CITY • Customized Marketing Guide (four pages) with aerial map and key demographic highlights • Customized 70+ page plan with research, real estate and top categories for recruitment deliver plan to City ALWAYS: YOUR ADVOCATE
• Recruitment
• Conference representation
• Reporting
The timeline extends across a 3-year contract.

Project Approach and Work Plan
Project Approach and Work Plan
Data is refreshed annually.
1 Research and Comprehensive Market Analysis
• Identify market retail trade area using political boundaries, drive times and radii and custom boundary geographies
• Perform market and retail leakage analysis for trade area, renewed annually • Conduct retail peer market analysis
• Competition analysis of identified target zones trade area(s) • Tapestry lifestyles – psychographic profile of trade area / market segmentation analysis • Retail competitor mapping/analysis
• Analysis of future retail space requirements in relation to the market analysis, the markets growth potential and trends in the retail industry
• Identification of at minimum 30 retail prospects to be targeted for recruitment over three-year engagement
• Updates on retail industry trends
• Custom on-demand demographic research
• Customized retail market guide including aerial map with existing national retailer brands and traffic counts
2 Boots on the Ground, Real Estate Analysis, Local Brokerage Outreach • Identify/evaluate/catalog priority commercial properties, including commercial properties for development, re-development, and highest and best-use opportunities by licensed real estate professionals
• Identification of priority business categories for recruitment and/or local expansion • Perform competitive analysis of existing shopping centers and retail corridors • Active outreach to local brokers and landowners
3 Retail Recruitment, Representation, and Outreach
• Pro-active market Carson to prospective retailers and commercial developers for targeted zones
• Will contact a minimum of 30 qualified retail and restaurant • Updates on new activity will be provided to client’s designated primary point of contact via basecamp, telephone, or email on a quarterly and/or as needed basis • One market visit per calendar year included in agreement, any travel outside of the agreement shall be approved and paid for by the contracting entity • ICSC conference representation- updates provided according to the yearly conference schedule
Scope of Work

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

RETAIL STRATEGIES, LLC

01007.0001 2011996.2 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

RETAIL STRATEGIES, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025 by and between the CITY OF CARSON, a California municipal corporation (“City”) and RETAIL STRATEGIES, LLC, an Alabama limited liability company (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest

01007.0001 2011996.2 -2-
professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

01007.0001 2011996.2 -3-

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One-Hundred Fifty Thousand Dollars ($150,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

01007.0001 2011996.2 -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

01007.0001 2011996.2 -5-
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Walter H. Monroe, IV Director of Finance (Name) (Title)

01007.0001 2011996.2 -6-

(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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

01007.0001 2011996.2 -7-
compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance ( Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injur ies or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability

01007.0001 2011996.2 -8-
insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insu rance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

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

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certi ficates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply

01007.0001 2011996.2 -9-
with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

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

5.3 Indemnification.

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

01007.0001 2011996.2 -10-
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or e ntity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreemen t, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

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

5.4 Sufficiency of Insurer.

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

01007.0001 2011996.2 -11-
Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

01007.0001 2011996.2 -12-
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s g uarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

01007.0001 2011996.2 -13-
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

01007.0001 2011996.2 -14-

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

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

7.8 Termination for Default of Consultant.

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

01007.0001 2011996.2 -15-

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

01007.0001 2011996.2 -16-

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

01007.0001 2011996.2 -17-

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

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

01007.0001 2011996.2 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

RETAIL STRATEGIES, LLC , an Alabama limited
liability company
By:

Name:

Title:

By:

Name:

Title:

Address: 2200 Magnolia Ave South, Suite 100
Birmingham, Alabama 35205
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES

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

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

01007.0001 2011996.2

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.

01007.0001 2011996.2

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.

01007.0001 2011996.2 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

Provide services to develop a plan to attract desired retail and restaurants to the community.

The City will work closely with Consultant to enhance business retention, identify City’s strengths and weaknesses, and leverage those into a retailer’s decision to locate inside the City. Consultant will serve as an extension to the City staff in this regard . The Services include, but will not be limited to:

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

01007.0001 2011996.2 A-2
A. Custom Marketing Guide
B. Retail Recruitment Plan
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Quarterly Business Reviews
B. As directed by the City’s Contract Officer.

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

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

A. John Mark Boozer, Retail Development Coordinator
B. Brook Hill, Portfolio Director
C. Jessica Bohlen, Director, Community Partnerships
D. Courtney Hall, Chief Marketing Officer
E. Ryder Richards, Creative Director
F. Michelle Moultrie, Director of Marketing
G. Sam Hudson, Graphics Designer
H. Lacy Beasley, President
I. Scott VonCannon, COO
J. Clay Craft, VP, Client Services
K. Joe Strauss, VP, Retail Development
L. Robert Jolly, President
M. Mead Silsbee, President

01007.0001 2011996.2 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(additions in bold italics, deletions in strikethrough) I. Section 3.4 (Term) of the Agreement is amended as follows:
“3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”

01007.0001 2011996.2 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

A. $50,000 annually
II. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

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

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

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

III. The total compensation for the Services shall not exceed $150,000 as provided in Section 2.1 of this Agreement.

01007.0001 2011996.2 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I.

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

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CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 20. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER ACCEPTING A $28,500 GRANT FROM THE SOUTH BAY CENTER FORCOUNSELING (SBCC), AND APPROVING AMENDMENT NO. 3 TO THE 2022 SUBCONTRACT WITH SBCC TOEXTEND THE PREVENTION AND AFTERCARE PROGRAM FOR FISCAL YEAR 2025-26 (CITY COUNCIL) I. SUMMARY
Since 2015, the City of Carson has been awarded grants from the South Bay Center for Counseling (SBCC) in support of the Prevention and Aftercare Program. The endeavor is designed to strengthen family resilience and nurture the development of healthy behaviors. SBCC recently notified the City that it will be receiving $28,500 in grant funding to provide continued services for the period of July 1, 2025, through December 31, 2025.

Additionally, the City Council is asked to approve Amendment No. 3 (Exhibit No. 2) to the 2022 subcontract between the City and SBCC (Exhibit No. 1), which would extend the subcontract term through December 31, 2025.

II. RECOMMENDATION
TAKE the following actions:

1. ACCEPT  a $28,500 grant from the South Bay Center for Counseling (SBCC) to support the Prevention and Aftercare Program;

2. APPROVE the proposed “Amendment No. 3 to 2022 Subcontract for Prevention and Aftercare Program Activities and Services” between the City and SBCC (Exhibit No. 2; “Amendment No. 3"); and

3. AUTHORIZE the Mayor to execute Amendment No. 3, following approval as to form by the City Attorney.

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

IV. BACKGROUND
Since 2008, the City of Carson has been awarded a reimbursement grant from the South Bay Center for Counseling (SBCC). The funds were initially used to underwrite the Prevention Initiative Demonstration Project and Family Support programs that created youth leadership initiatives. It was hoped that these endeavors would provide young people the opportunity to develop skills they can use to improve their lives and the community, as well as give families activities and workshops to help strengthen their family bonds.

In 2015, SBCC partnered with the City on a new initiative that provides services such as family coaching, goal setting, and referrals to families in Carson and surrounding communities. Called the Prevention and Aftercare Program, it was initially funded by SBCC for a term of five years. The objectives of the Program include:

Prevention of maltreatment before it occurs
Prevention of child abuse/neglect among families at risk through the provision of supportive family services Increased child safety within the home and preservation of families in which children have been maltreated when the family’s problems can be effectively addressed A new prime contract (Exhibit No. 3) was entered into between the County and SBCC effective March 1, 2021, and the City (as the service provider agency) and SBCC entered the first subcontract under the new prime contract effective the same date. The term of that subcontract expired on June 30, 2022, and a new subcontract was entered into by City and SBCC effective July 1, 2022 (Exhibit No. 1; the “2022 Subcontract”). The 2022 Subcontract carried an initial one-year term and three options to extend the term by up to two additional one-year periods and one additional six-month extension term, consistent with the term/extension structure of the prime contract.

This proposed extension will keep the term of the 2022 Subcontract in alignment with the term of the prime contract. The prime contract, which dictates provisions of the subcontracts with service provider agencies including the City’s subcontract with SBCC, was recently extended by the County for the 2025-26 fiscal/program year.

The City recently received notice from SBCC that the City is being awarded $28,500 to support the program from July 1, 2025, through December 31, 2025. The proposed Amendment No. 3 would exercise SBCC’s final option to extend the term of the 2022 Subcontract, allowing the City’s program services to continue through December 31, 2025, consistent with the prime contract, and would increase the Contract Sum of the 2022 Subcontract accordingly. To allow the Program to continue through December 31, 2025, staff recommends that the City Council accept the grant and approve the proposed Amendment No. 3 to the 2022 Subcontract.

V. FISCAL IMPACT
Should the City Council approve staff’s recommendation, there is no fiscal impact to the General Fund. The grant funds will be reflected in both the revenue estimate in Account No. 210-99-999-999-4513, and in the expenditure budget in Account No. 210-90-950-980- 6009 for the FY 2025/26 budget.

VI. EXHIBITS

1. 2022 "Subcontract for Prevention and Aftercare Program Activities and Services" between the City and SBCC (City Contract No. C-22-104).

2. Proposed Amendment No. 3 to 2022 Subcontract.

3. Link to the Prime Contract between County and SBCC.

Attachments
Exhibit No. 1 - C-22-104 - SBCC Subcontract.pdf
Exhibit No. 2 - Amendment No. 3 - SBCC Subcontract.pdf
Exhibit No. 3 - Link to SBCC Prime Contract.pdf

SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM ACTIVITIES

AND SERVICES
This SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM
ACTIVITIES AND SERVICES (" Subcontract") is made and entered into effective the 1st day of July, 2022, by and between the SOUTH BAY CENTER FOR COUNSELING, a California corporation ( hereafter " CONTRACTOR"), located at 540 N. Marine Ave., Wilmington, CA 90744, and the City of Carson, a California municipal corporation ( hereafter SUBCONTRACTOR"), located at 701 E. Carson St., Carson, CA 90745. Contractor and Subcontractor are sometimes referred to herein, individually or collectively, as " Party" or Parties."

RECITALS
A. The County of Los Angeles ( hereafter " COUNTY"), awarded CONTRACTOR a Contract for prevention and aftercare services (" Prime Contract"). The Prime Contract was entered into March 1, 2021, for an initial 16 -month term with four COUNTY options to extend the term for up to three additional one-year periods and one 6 -month period from July 1, 2022 through December 31, 2025.

B. In order to fulfill its obligations to COUNTY under the Prime Contract, CONTRACTOR desires to engage SUBCONTRACTOR to perform prevention and aftercare program activities and services.

C. CONTRACTOR did engage SUBCONTRACTOR for this purpose and said parties entered into a subcontract on March 1, 2021, which carried an initial 16 -month term and included three one- year options of CONTRACTOR to extend the term of said subcontract ( the 2021 Subcontract"). However, the 2021 Subcontract should have also included a fourth, 6 - month option to extend such that the term of the 2021 Subcontract, inclusive of all option periods, would be co - extensive with the term of the Prime Contract, inclusive of all option periods. The initial term of the 2021 Subcontract is set to expire on June 30, 2022, and in order to address the aforementioned discrepancy, CONTRACTOR and SUBCONTRACTOR intend to enter into this new Subcontract in lieu of CONTRACTOR exercising an option to extend the term of the 2021 Subcontract.

D. SUBCONTRACTOR desires to perform such work, in accordance with the Terms and Conditions of this Subcontract.

E. The Parties desire to formalize the selection of SUBCONTRACTOR for performance of those services defined and described particularly in Section 3.3 of this Subcontract and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which is hereby acknowledged, the Parties agree as follows:
01007. 0001/ 789794. 5

1. 0 PRIME CONTRACT
Notwithstanding any other provision of this Subcontract, this Subcontract is a Subcontract under the terms of the Prime Contract with the COUNTY and each and all of the provisions of the Prime Contract and any amendments thereto shall extend to and be binding upon the parties to this Subcontract. All representations and warranties contained in this Subcontract shall inure to the benefit of the COUNTY.

1. 1 The Prime Contract is attached as Exhibit " A" to this Subcontract.

2. 0 TERM OF SUBCONTRACT
The term of this Subcontract shall commence on July 1, 2022 and shall expire on June 30, 2023 (" Term"), unless terminated earlier pursuant to any of the conditions for termination in the Prime Contract. CONTRACTOR has the option to extend the term of this Subcontract thereafter for up to two ( 2) additional one ( 1) year periods and one ( 1) additional six ( 6) -month period, or as otherwise authorized by the Prime Contract.

3. 0 PAYMENT

3. 1 CONTRACTOR shall compensate SUBCONTRACTOR a total maximum contract sum not to exceed FIFTY- SEVEN THOUSAND DOLLARS 57, 000. 00) (" Contract Sum") for the Term of this Subcontract to provide the service designated in Section 3. 3 of this Subcontract.

3. 2 SUBCONTRACTOR shall invoice CONTRACTOR monthly in arrears for services provided. CONTRACTOR shall compensate SUBCONTRACTOR by check within sixty ( 60) days of receipt and approval of monthly invoice. At least seventy- five percent ( 75%) of the Contract Sum shall be expended by March 30, 2023. Should seventy-five percent ( 75%) of the Contract Sum not be expended by March 30, 2023, SUBCONTRACTOR shall submit in writing a ProgramPlan, which includes an activity timeline and projected expenditures, to CONTRACTOR to be approved by the Program Director. If the Program Plan is not approved, remaining contract funds will be subject to reallocation.

3. 3 SUBCONTRACTOR shall provide the following activities and services:

Family Coaching and Social Connection groups.

3. 4 SUBCONTRACTOR does not warrant that it has specialized training or experience under which it performs the services of this Subcontract.

3. 5 Payment to SUBCONTRACTOR will be:

3. 5. 1 Line Item Service Rate: The line item service rate is based on SUBCONTRACTOR' s budgeted cost for performing the activity/ service, which is submitted to CONTRACTOR at the beginning of the Term.

SUBCONTRACTOR' s costs includes but is not limited to staff' s salary, supplies, and mileage.
01007. 000 U789794. 5
Type of Service: Family Coaching and Social Connection groups

3. 6 CONTRACTOR shall have no obligation to pay for any work performed by SUBCONTRACTOR except for those services which are expressly authorized pursuant to this Subcontract and which are provided during the Term of this Subcontract.

3. 7 COUNTY shall not be liable or responsible in any way to SUBCONTRACTOR or its officers, employees and agents, for any compensation or cost related to this Subcontract.

3. 8 CONTRACTOR shall hold final contract payment until such time that all required reports, evaluation surveys, evaluation forms, and invoices with supporting documentation are submitted and approved.

3. 9 CONTRACTOR reserves the right to redistribute the unspent portion of the Contract Sum before the Subcontract expiration date, or when it is evident that SUBCONTRACTOR is not delivering the services/activities as per statement of work. The statement of work is drafted by SUBCONTRACTOR and describes with particularity the types of services to be performed by SUBCONTRACTOR.

4. 0 THIRD PARTY BENEFICIARY

4. 1 The Parties understand and agree that this Subcontract is entered into for the benefit of COUNTY, and that COUNTY is hereby expressly made a third party beneficiary of this Subcontract.

4. 2 Notwithstanding any other provision of this Subcontract, COUNTY does not intend for SUBCONTRACTOR to acquire any rights as a third party beneficiary of the Prime Contract.

5. 0 INSURANCE

5. 1 During the term of this Subcontract, SUBCONTRACTOR shall provide and maintain at its own expense the programs of insurance in Section 5. 2. Such programs and evidence of insurance shall be satisfactory to COUNTY and shall be primary to, and not contributing with, any other insurance maintained by the COUNTY. COUNTY will be endorsed and named as an additional insured on SUBCONTRACTOR' s liability insurance, except for Sections 5.2.5 and 5.2.6 below.

Certificates or other evidence of coverage shall be delivered to CONTRACTOR and to:

Sabrina Silva
Program Director
South Bay Center for Counseling
540 N. Marine Ave.

Wilmington, CA 90744
01007. 000 U789794. 5
And to:

DCFC Contracts Administration
425 Shatto Place, Room 400
Los Angeles, CA 90020
prior to commencing under this Subcontract, shall specifically identify this Subcontract, and shall contain the express condition that COUNTY is to be given written notice by registered mail at least thirty ( 30) days in advance of any modification or termination of insurance.

5. 2 Such insurance shall be endorsednaming COUNTY as an additional insured, except for Sections 5. 2. 5 and 5. 2. 6 below:

5. 2. 1 General Liability insurance written on a commercial general liability form covering the hazards of premises/ operations, contractual independent contractors, products/ completed operations, broad form property damage, and personal injury with a combined single limit of no less than one million dollars ($ 1, 000, 000) per occurrence.

5. 2. 2 Comprehensive auto liability endorsed for all owned, non -owned and hired vehicles with a combined single limit of no less one million dollars 1, 000, 000) per occurrence.

5. 2. 3 Insurance in an amount and form to meet all applicable requirements of the Labor Code of the Stateof California, including Employers Liability with one million dollars ($ 1, 000, 000) limit, covering all persons who provide services for CONTRACTOR.

5. 2. 4 Insurance covering liability arising from any error, omission, negligent or wrongful act of SUBCONTRACTOR, its officers, or employees with limits of not less than one million dollars ($ 1, 000, 000) per occurrence and three million dollars ($ 3, 000, 000) aggregate. The coverage also shall provide an extended two- year ( 2) reporting period commencing upon termination or cancellation of this Subcontract.

5. 2. 5 Insurance covering actual or alleged claims for sexual misconduct and/or molestation with limits of not less than two million dollars ($ 2, 000, 000) per claim and two million dollars ($ 2, 000, 000) aggregate, and claims for negligent employment, investigation, supervision, training or retention of, or failure to report to proper authorities, a person(s) who committed any act of abuse, molestation, harassment, mistreatment or maltreatment of a sexual nature.

5. 2. 6 Cyber liability insurance coverage with limits of not less than two million dollars ($ 2,000,000) per occurrence in the aggregate during the term of the Subcontract, including coverage for network security liability, privacy liability, privacy regulatory proceeding, defense, response, expenses and fines; technology professional liability ( errors and omissions); privacy 01007. 000 U789794. 5
breach expense reimbursement; system breach; denial or loss of service; introduction, implantation, or spread of malicious software code; unauthorized access to or use of computer systems; and data/ information loss and business interruption. No exclusion/ restriction for unencrypted portable devices/media may be on the policy. Coverage limits may be decreased only with the written approval of COUNTY' s program manager based upon the maximum number of sensitive records ( e. g., Social Security Number, Date of Birth, Name, Credit Card Information, etc.) collected, maintained or transmitted, per client, by each Subcontractor during each contract year.

5. 3 Notwithstanding any other provisions of this Subcontract, failure by SUBCONTRACTOR to procure and maintain the required insurance shall constitute a material breach of this Subcontract and CONTRACTOR may immediately terminate or suspend this Subcontract as a result thereof.

6. 0 TERMINATION -
SUBCONTRACTOR reserves the right to terminate this Subcontract at any time, with or without cause, upon thirty ( 30) days' written notice to CONTRACTOR, except that where termination is due to the fault of CONTRACTOR, the period of notice may be such shorter time as may be determined by SUBCONTRACTOR. In addition, CONTRACTOR reserves the right to terminate this Subcontract at any time, with or without cause, upon thirty ( 30) days' written notice to SUBCONTRACTOR, except that where termination is due to the fault of SUBCONTRACTOR, the period of notice may be such shorter time as CONTRACTOR may determine. Upon receipt of any notice of termination, SUBCONTRACTOR shall immediately cease all services hereunder except such as may be specifically approved by CONTRACTOR. SUBCONTRACTOR shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by CONTRACTOR.

7. 0 FORCE MAJEURE
Neither Party shall be liable for such Party' s failure to perform its obligations under and in accordance with this Subcontract, if such failure arises out of fires, floods, epidemics, quarantine restrictions, other natural occurrences, strikes, lockouts, freight embargoes, or other similar events to those described above, but in every such case the failure to perform must be totally beyond the control and without any fault or negligence of such Party.

8. 0 MISCELLANEOUS

8. 1 Severability. In the event that part of this Subcontract 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 portions of this Subcontract, 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 Subcontract meaningless. 01007. 0001/ 789794. 5

8. 2 Attorney' s Fees. If either Party to this Subcontract is required to initiate or defend or made a party to any action or proceeding in any way connected with this Subcontract, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney' s fees, whether or not the matter proceeds to judgment.

8. 3 Corporate Authority. The persons executing this Subcontract 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 Subcontract on behalf of said Party, ( iii) by so executingthis Subcontract, suchparty is formally bound to the provisions of this Subcontract, and (iv) the entering into this Subcontract does not violate any provision of any other agreement to which said Party is bound.

Signatures on the following page]
01007. 000 U789794. 5
IN WITNESS WHEREOF, the parties hereto have executed this Subcontract on the date( s) and year( s) set forth below, with express intent that this Subcontract shall be effective as of July 1, 2022.

Subcontractor:

CITY OF CARSON, a municipal corporation
64" ` ,
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la Davis - Holmes, Mayor
Date:

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
BRJ]
Contractor:

Number:

SOUTH BAY CENTER FOR COUNSELING, a
California corporation
By:
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Title: &' x e <<.- 4-1
Date: S / D 3' / z
By:.

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Title: Cc 1 viIoz
Date: J 1
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. CONTRACTOR' 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. 0401 / 789794. 3
IN WITNESS WHEREOF, the parties hereto have executed this Subcontract on the date( s) and year( s) set forth below, with express intent that this Subcontract shall be effective as of July 1, 2022.

Subcontractor:

ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
BRJ]
CITY OF CARSON, a municipal corporation
Lula Davis - Holmes, Mayor
Date:

Tax Identification Number:

Contractor:

SOUTH BAY CENTER FOR COUNSELING, a
California corporation
By:

Name: ff. ea In do c
Title: &- X e Cw A % Ji "' Ce -
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Title:

Date:

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. CONTRACTOR' 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. 000 U789794. 3

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
No Pub1'.e bao
On I a , 2022 before me, n G , , personally appeared LOO' ' proved to me on the basis of atisfactory evidence to b the person((a -whose names(s) is/are. su scribed to the within instrument and acknowledgedto me that 4w/she/they executedthe samein 4is/her/their authorizedcapacity(ios), and that by his/ her/ their- signature(,$)- on the instrument the person(&}, 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 Stateof California that the foregoing paragraph is true and correct.

ROSANNARIVERA
WITNESS my hand and official seal. COONotaryPublic -
CaliforniaLosAngelesCounty
Commission # 2357151
SignatuMy Comm. ExpiresMayti, 2025
r

OPTIONAL
Thoughthe databelow is not requiredby law, it mayprovevaluableto personsrelying onthe documentandcould prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLES)

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S)

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
01007. 0001/ 789794. 3

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed thedocumentto which this certificateis attached, andnot the truthfulness, accuracyor validity of thatdocument.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
rsianal Pvlot,,
Onr)
D2022 before me, „,,, Z;,,,,: , personally appeared L&, tr , proved tome on the basisof gatisfactoryevidenceto be the person(srj-whosenames(s)-is/afe subscribedto the within instrumentand acknowledged to me that 4e/ she/413v-y executed the same in 44s/her/the4 authorized capacity(iea), and that by his/her/their signature(o on the instrumentthe person(o, or the entity upon behalf of which the persons'} acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the Stateof California that the foregoing paragraph is true and correct.
i0my

ROSANNA
RIVERAWITNESSmy hand and official seal. Notary Public - California LosAngelesCounty
Commission # 2357151
SignatuC A A
y COMM. ExpiresMay11, 2025
sw r. r

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

INDIVIDUAL

CORPORATE OFFICER

TITLE( S)

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S)

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
01007. 0001/ 789794. 3

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE
CERTIFICATE NO. ISSUE DATE
GL1- 10100 Al CERTIFICATE OF COVERAGE 1
06/ 25/ 2021

HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR Public Risk Innovation, ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A

CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE Solutions, and Management CERTIFICATE HOLDER.

C/ O ALLIANT INSURANCE SERVICES, INC.

IMPORTANT: If the certificateholderis anADDITIONALINSUREDand/or requestinga WAIVEROFPO BOX 6450 NEWPORT BEACH, CA 92658- 6450 SUBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does of confer rights to the certificate holder in lieu of such endorsement( s).

PHONE ( 949) 756- 0271 / FAX ( 619) 699- 0901

COVERAGE
A- Public Risk Innovation, Solutions, and Management
LICENSE # OC36861

AFFORDED
Member: COVERAGE

CITY OF CARSON AFFORDED B
ATTN: ROOBIK GALOOSIAN COVERAGE
701 CARSON STREET AFFORDED C
CARSON, CA 90745

COVERAGE

AFFORDED D
Coverages

THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR

THE PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO TYPE OF COVERAGE MEMORANDUM COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS

LTR NUMBER DATE DATE
A X Excess General Liability PRISM PE 21 EL - 115 07/ 01/ 2021 07/ 01/ 2022 2, 000, 000 X Auto Liability 1, 000, 000
Limits inclusive of the Member' s
Self - Insured Retention of
250, 000
Description of Operations/ LocationsNehicles/ Special Items:

AS RESPECTS AGREEMENT BETWEEN CITY OF CARSON AND SOUTH BAY CENTER FOR COUNSELING AND COUNTY OF LOS ANGELES FOR THE ADMINISTRATION OF THE SAFE CHILDREN AND STRONG FAMILIES PREVENTION AND AFTERCARE PRGRAM SERVICES.

COVERAGE FOR SEXUAL MISCONDUCT IS INCLUDED IN THE EXCESS GENERAL LIABILITY LIMITS SUBJECT TO TERMS, CONDITIONS AND

EXCLUSIONS OF THE MEMORANDUM OF COVERAGE

COUNTY OF LOS ANGELES, ITS SPECIAL DISTRICTS, ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL COVERED PARTIES, BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED.

Cancellation
Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS.

SOUTH BAY CENTER FOR COUNSELING
ATTN: PROGRAM DIRECTOR
AUTHORIZED REPRESENTATIVE540 N MARINE AVE
WILMINGTON, CA 90744
Public Risk Innovation, Solutions, and Management
PAGE 1 OF 2
ENDORSEMENT NO. U- 1

PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENI
GENERAL LIABILITY 1

ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT
It is agreed that the `Covered Party, Covered Persons or Entities" section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated.

Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract.

ADDITIONAL COVERED PARTY:

NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS:

PER ATTACHED CERTIFICATE OF COVERAGE
It is further agreed that nothing herein shall act to increase PRISM' s limit of liability.

This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged.

Effective Date:

Issued to: ALL MEMBERS
Issue Date: June 25, 2021
bl Ils&
AtForized Representative
Public Risk Innovation, Solutions, and Management
Memorandum No.: PRISM 21 EL - 00
PAGE 2 OF 2
THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIODINDICATED.

NOTWITHSTANDINGANYREQUIREMENT, TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHISCERTIFICATEMAYBEISSUEDORMAY PERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONSANDCONDITIONSOFSUCHPOLICIES. LIMITSSHOWNMAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

ADDL SUER POUCYEFF POLICY EXP

LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MWDDNYYY MMID LIMITS

R CERTIFICATE OF LIABILITY INSURANCE
DATEE5IMM/DD/YYYY),
28/ 2021
THISCERTIFICATEIS ISSUEDASA MATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER. THIS

CERTIFICATEDOESNOTAFFIRMATIVELYOR NEGATIVELYAMEND, EXTENDOR ALTERTHE COVERAGEAFFORDEDBYTHEPOLICIES BELOW. THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEA CONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: if the certificate holder is an ADDITIONALINSURED, the policy(ies) must haveADDITIONALINSUREDprovisionsor be endorsed. If SUBROGATIONISWAIVED, subjectto thetermsandconditionsof thepolicy, certainpoliciesmayrequireanendorsement. A statementon this certificatedoesnot conferrights to the certificateholderin lieu of such endorsement(s).

PRODUCER

CONTACT
NAME:

Armando Vieyra
Alliant Insurance Services, Inc. PHONE
949 660 5930
FAX {
619) 699- 0901ac No
JAIC1301Dove Street, Suite 200E-
MAILExt):

E - MIL avieyra@alliant. com
ADDRESS:

Newport Beach, CA 92660- 2436
MED EXP( Arty— prion) S
PH: ( 949) 756- 0271
INSURER ($) AFFORDING COVERAGE AIIN #
License # OC36861 INSURER A: Beazley Syndicate 2623 & 623 AA - 1128623

INSURED
PublicRiskInnovation, Solutions, andManagement (PRISM) andits INSURERB:

PERSONAL B ADV INJURY S
member agencies as endorsed:

INSURER C:

City of Carson
INSURER D:

INSURER E:

ATTN: Roobik Galoosian
GENL AGGREGATE LIMIT APPLIES PER:

P( XIL' Y I L.

Lel JECT L!
701 Carson Street
Carson, CA 90745 INSURER F:

THISIS TO CERTIFYTHATTHE POLICIESOF INSURANCELISTEDBELOWHAVEBEENISSUEDTO THE INSUREDNAMEDABOVEFORTHE POLICYPERIODINDICATED.

NOTWITHSTANDINGANY REQUIREMENT, TERMOR CONDITIONOFANY CONTRACTOR OTHER DOCUMENTWITH RESPECTTO WHICHTHIS CERTIFICATEMAYBE ISSUEDORMAY PERTAIN, THE INSURANCEAFFORDEDBYTHE POLICIESDESCRIBEDHEREINIS SUBJECTTOALLTHE TERMS, EXCLUSIONSAND CONDITIONSOF SUCHPOLICIES. LIMITSSHOWNMAY HAVE BEEN REDUCEDBY PAID CLAIMS.

INSR

ADDL SUER POUCYEFF POLICY EXP

LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MWDDNYYY MMID LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S
I RENTEDPREMISES (Ea SCLAIMS. lUDE OCCUR
MED EXP( Arty— prion) S

PERSONAL B ADV INJURY S
GENL AGGREGATELIMIT APPLIESPER:

P( XIL' Y I L.

Lel JECT L!
GENERALAGGREGATE $
PRODUCTS. COVP' OW AGG $
S
OTHER-

AUTOMOBILE LIABILITY
Colt8INE0 SINGLE LIMIT
Ea aW MA) $
BODILY INJURY IPe Polson) $

ANY AUTO
BODILY INJURY ( Ptt acA- I) SAUTOS ONLYVSCHEDULEDAUTOS

PROPERTY DAMAGE
YlHUMBRELLALIAB

UNN- ED
EDAUTOSONLYS( Puactitl
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OCCURRENCEEXCESS

AGGREGATE
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DEO I I RETENTIONS
S

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YM

ER STATNE
UTH
ER
E. L. EACH ACCIDENT SANY PROPRIETOWPARTNERIEXECUTIVE
OFFICER'MEAIBEREXCLUDED?
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N/ A
E. 1- DISEASE - EA EMPLOYEE S
EL DISEASE - POLICY LIAIT $ Ify— tln-'" Z'
DESCRIPTKN OF OPERATIONS M! av
A
OTHER: CYBER LIABILITY

LAIMS MADE AND REPORTED POLICY
RETROACTIVE DATE: MARCH 31, 2010
N/ A N/ A FN2133951
7/ 1/ 2021 7/ 1/ 2022
MEMBER LIMIT: S 2, 000, 000
POLICYANNUAL AGGREGATE g 25, 000, 000
DESCRIPTIONOFOPERATIONSI LOCATIONSI VEHICLES (ACORD101, AdditionalRemarksSchedule, maybeattachedif morespaceis required) Re: AsrespectsagreementbetweenCityof CarsonandSouthBayCenterfor CounselingandCountyof LosAngelesfor the administration of the safechildrenandstrongfamiliespreventionandaftercareprogramservices. Subjectto policylimits, terms, conditionsand exclusions. Breach Response costs are sub- limited. * Retroactive and Continuity date: A. March 31, 2010 or the effective of coveragefor a specific member added subsequent to a renewal. ** The total policy annual aggregate limits are shared by all members of the policy.

The member limit applies to all members of City of Carson combined and not per member.

CCOTICI(' ATF wni nFR CANCELLA I IUN

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE FOR THE PURPOSE OF EVIDENCE ONLY: THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

South Bay Center for Counseling

AUTHORIZED REPRESENTATIVE
540 N. Marine Ave.

Wilmington, CA 90744 JI
1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORDnameand logo are registered marks of ACORD CERTIFICATE NO. ISSUE DATE
GL1- 10087 Al CERTIFICATE OF COVERAGE 06/ 25/ 2021

HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR Public Risk Innovation, ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A Solutions, and Management

CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

C/ O ALLIANT INSURANCE SERVICES, INC.

If the certificate holder is an ADDITIONAL INSURED and/or requesting a WAIVER OFPO BOX 6450IMPORTANT:

NEWPORT BEACH, CA 92658- 6450 UBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does of confer rights to the certificate holder in lieu of such endorsement( s).

PHONE ( 949) 756- 0271 / FAX ( 619) 699- 0901

COVERAGE
A- Public Risk Innovation, Solutions, and Management
LICENSE # OC36861

AFFORDED
Member: COVERAGE

CITY OF CARSON AFFORDED B
ATTN: ROOBIK GALOOSIAN COVERAGE
701 CARSON STREET AFFORDED C
CARSON, CA 90745

COVERAGE

AFFORDED U
Coverages

THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR

THE PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO TYPE OF COVERAGE MEMORANDUM COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS

LTR NUMBER DATE DATE
A X Excess General Liability PRISM PE 21 EL - 115 07/ 01/ 2021 07/ 01/ 2022 2, 000, 000 rX AutoLiability 1, 000, 000
Limits inclusive of the Member' s
Self - Insured Retention of
250, 000
Description of Operations/ LocationsNehicles/ Special Items:

AS RESPECTS AGREEMENT BETWEEN CITY OF CARSON ( SUBCONTRACTOR) AND SOUTH BAY CENTER FOR COUNSELING AND LOS

ANGELES COUNTY FOR THE ADMINSTRATION OF THE SAFE CHILDREN AND STRONG FAMILIES PREVENTION AND AFTERCARE PROGRAM SERVICES.

COVERAGE FOR SEXUAL MISCONDUCT IS INCLUDED IN THE EXCESS GENERAL LIABILITY LIMITS. SUBJECT TO TERMS, CONDITIONS AND EXCLUSION OF THE MEMORANDUM OF COVERAGE.

LOS ANGELES COUNTY, ITS SPECIAL DISTRICTS, ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS, ARE INCLUDED AS ADDITIONAL COVERED PARTIES, BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED.

Cancellation
Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE W IL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS.

LOS ANGELES COUNTY

DEPARTMENT OF CHILDREN AND FAMILY SERVICES

AUTHORIZED REPRESENTATIVEDCFS CONTRACTS ADMINISTRATION
425 SHATTO PL, RM 400
LOS ANGELES, CA 90020
Public Risk Innovation, Solutions, and Management
PAGE 1 OF 2
ENDORSEMENT NO. U- 1

PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
GENERAL LIABILITY 1

ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT
It is agreed that the ' Covered Party, Covered Persons or Entities" section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated.

Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract.

ADDITIONAL COVERED PARTY:

NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS:

PER ATTACHED CERTIFICATE OF COVERAGE
It is further agreed that nothing herein shall act to increase PRISM' s limit of liability.

This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged.

Effective Date: Memorandum No.: PRISM 21 EL - 00
Issued to: ALL MEMBERS
Issue Date: June 25, 2021
A orized Representative
Public Risk Innovation, Solutions, and Management
PAGE 2 OF 2
A
ROI

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MMIDD/ YYYY)
7/ 28/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92560- 2436

CONTACT
Armando Vieray

PHONE FAX
A/ c No Ext: ( 949) 660- 5930 AIC No): ( 619) 699- 0901

E- MAIL
avieyra@alliant. comADDRESS:

INSURER( S) AFFORDING COVERAGE AIIN #
PH: ( 949) 756- 0271
INSURERA: BeazleySyndicate 2623 & 623 AA - 1128623License # OC36861

INSURED
Public Risk Innovation, Solutions, and Management ( PRISM) and its INSURER B:

INSURER C:
member agencies as endorsed:

INSURER D:

City of Carson
ATTN: RoobikGaloosian
INSURER E:
701 Carson Street
Carson, CA 90745 INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.

NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADOL SUER POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WYD POLICY NUMBER RAMMDA' YYY) MIWDONYrO LIMITS COMMERCIAL GENERAL LU101LITY EACH OCAXIRRENCE $
GYAIMS, AIADE UIX; UR DAMAGE T ) O RENTED PREMISES ( EJ orarmncoS
MED EXP J" ms Person) S
PERSONAL 8 ADV INJURY S
GENERAL AGGREGATE $ GENL AGGREGATE LILRT APPLIES PER:

PUUCY
JECCT-
LOC PRODUCTS- COMP/ OP AGG f
fUTHEIL

AUTOMOBILE LIABILITY
COVRIN. SINGLE LIMIT
r atxAUnN f
BODILY INJURY( P. P--) $ ANY AUTO
BODILY INJURY ( Pe x. kim) fOWNED AUTOS ONLY SCHEDULEDAUTOS

HIREDAUTOSUNLY NON - OWNED AUTOS

PROPERTY DAMAGE
Pa mxkknl) f
f
UMBRELLA LUIS OCCUR EACH OCCURRENCE $
AGGREGATE $ EXCESS LIAO CLAIMS - MADE

DED I I RETENTIONS

WORKERS COMPENSATION

ER STATUTE
C -

AND EMPLOYERS' LABILITY YM ER
EL EACHACCIDENi
f

ANY PROPRIETORPARTA' ERSXECUTIVE
aOFFICERIMEMBER EXCLUDED?
WA
E. 1- DISEASE - EA EMPLOYEE $ MaIMNoryin NH)
11y- d— rft inder
DESCRIPTION OF OPERATIONS t G]- E. L DISEASE - POLICY LV. AT f OTHER: CYBER LIABILITY 7/ 1/ 2021 7/ 1/ 2022 1 "`
MEMBER LIMIT: S 2, 000, 000
A CLAIMS MADE AND REPORTED POLICY N/ A N/ A FN2133951
RETROACTIVE DATE: MARCH 31, 2010 POLICYANNUAL AGGREGATES 25, 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: As respects agreement between City of Carson ( Subcontractor) and South Bay Center for Counseling and County of Los Angeles for the administration of the safe children and strong families prevention and aftercare program services. Subject to policy limits, terms, conditions and exclusions. Breach Response costs are sub- limited. * Retroactive and Continuity date: A. March 31, 2010 or the effective of coverage for a specific member added subsequent to a renewal. ** The total policy annual aggregate limits are shared by all members of Ithepolicy. ***The member limit applies to all members of City of Carson combined and not per member.

CERTIFICATE HOLDER CANCELLATION
FOR THE PURPOSE OF EVIDENCE ONLY: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Los Angeles County ACCORDANCE WITH THE POLICY PROVISIONS.

Department of Children and Family Services AUTHORIZED REPRESENTATIVE DCFS Contracts Administration
425 Shatto PI, Rm 400 I i
Angeles, CA 90020 l yfLos An g
1988- 2015 ACORD CORPORATION. All rights reserved. ACORD 25 ( 2018103) The ACORD name and logo are registered marks of ACORD

01007.0001 2005596.3
AMENDMENT NO. 3
TO 2022 SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM

ACTIVITIES AND SERVICES
This Amendment No. 3 to 2022 Subcontract for Prevention and Aftercare Program Activities and Services (“Amendment No. 3”) by and between the SOUTH BAY CENTER FOR COUNSELING, a California corporation (“Contractor”) and the CITY OF CARSON, a California municipal corporation (“Subcontractor”) is effective as of the 1st day of July, 2025. Contractor and Subcontractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as “Parties.”

RECITALS
A. The County of Los Angeles (“County”) and Contractor entered into Contract Number 21 -03-08 for prevention and aftercare services (CFDA No. 93.556) (the “Prime Contract”), whereby the County provided certain funding to Contractor for the provision of certain prevention and aftercare services to County residents.

B. The Prime Contract was entered into March 1, 2021, for an initial 16 -month term through June 30, 2022, with four County options to extend the term of the Prime Agreement for up to three additional one -year periods and one 6 -month period, from July 1, 2022 through December 31, 2025 . County exercised its first option to extend the term of the Prime Contract from July 1, 2022 through June 30, 2023 and its second option to extend the term of the Prime Contract from July 1, 2023 through June 30, 2024, and has recently exercised its third option to extend the term of the Prime Contract from July 1, 2024 through June 30, 2025.

C. In order to fulfill its obligations under the Prime Contract, Contractor entered into a subcontract with Subcontractor effective March 1, 2021, which carried an initial 16-month term through June 30, 2022, and included three one -year options of Contractor to extend the term of said subcontract (the “2021 Subcontract”). However, the 2021 Sub contract should have also included a fourth, 6-month option to extend such that the term of the 2021 Subcontract, inclusive of all its option periods, would be co -extensive with the term of the Prime Contract, inclusive of all its option periods.

D. In order to address this discrepancy, upon expiration of the initial 16 -month term of the 2021 Subcontract, the parties entered into a new “Subcontract for Prevention and Aftercare Program Services and Activities” effective July 1, 2022 (the “ 2022 Subcontract”), whereby Contractor engaged Subcontractor to perform certain prevention and aftercare services as described in Section 3.3 of the 2022 Subcontract (the “Services”) in exchange for compensation in the amount of $57,000 (the “Contract Sum”) for the ini tial one -year term of the 2022 Subcontract, from July 1, 2022 through June 30, 2023. The 2022 Subcontract, at Section 2.0, provided Contractor with options to extend the term of the 2022 Subcontract beyond June 30, 2023 for up to two one -year periods and one additional six -month period (which options, collectively, would extend the term th rough December 31, 2025), or as otherwise authorized by the Prime Contract.

01007.0001 2005596.3
E. Effective July 1, 2023, Contractor and Subcontractor entered into Amendment No. 1 to the 2022 Subcontract to (i) exercise Contractor’s first option to extend the t erm of the 2022 Subcontract by one year, from July 1, 2023 through June 30, 2024, to correspond with the above- referenced extension of the term of the Prime Contract for said period, and (ii) increase the Contract Sum by $57,000 for the one-year extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $ 57,000 to $11 4,000, and made other minor related modifications.

F. Effective July 1, 2024, Contractor and Subcontractor entered into Amendment No. 2 to the 2022 Subcontract to (i) exercise Contractor’s second option to extend the term of the 2022 Subcontract by one year from July 1, 2024 through June 30, 2025, to correspond with the above - referenced extension of the term of the Prime Contract for sai d period, and (ii) increase the Contract Sum by $57,000 for the one-year extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $114,000 to $171,000 and make other minor related modifications.

G. Contract and Subcontractor now desire to amend the 2022 Subcontract to (i) exercise Contractor’s third and final option to extend the term of the 2022 Subcontract by one additional six -month period from July 1, 2025 to December 31, 2025, to correspond with the above-referenced extension of the Term of the Prime Contract for said period, and (ii) increase the Contract Sum by $28,500 for the six-month extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $171,000 to $199,500.

TERMS

1. Contract Changes . The 2022 Subcontract is amended as provided herein (strikethrough represents deleted language while bold italics represents added language).

A. Section 2.0, “TERM OF SUBCONTRACT,” is amended as follows:

“The term of this Subcontract shall commence on July 1, 2022 and shall expire on December 31, 2025 June 30, 2025 (“Term”), unless terminated earlier pursuant to any of the conditions for termination in the Prime Contract. CONTRACTOR has the option to extend the term of this Subcontract thereafter for one (1) additional six (6) -month period, or as otherwise authorized by the Prime Contract.”

B Section 3.1 is amended as follows:

“CONTRACTOR shall compensate SUBCONTRACTOR a total maximum contract sum not to exceed ONE HUNDRED NINETY -NINE THOUSAND FIVE HUNDRED DOLLARS ($199,500.00) ONE HUNDRED SEVENTY-ONE THOUSAND DOLLARS ($171,000.00) (“Contract Sum”) for the Term of this Subcontract to provide the service designated in Section 3.3 of this Subcontract with compensation as follows for each of the following fiscal year periods of the Term of this Subcontract:

For July 1, 2022 through June 30, 2023: $57,000

01007.0001 2005596.3
For July 1, 2023 through June 30, 2024:

For July 1, 2024 through June 30, 2025:

For July 1, 2025 through December 31, 2025:
$57,000
$57,000
$28,500”

2. Continuing Effect of Subcontract. Except as amended by Amendment No. 1 , Amendment No. 2, and this Amendment No. 3, all provisions of the 2022 Subcontract shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Subcontract” appears in the 2022 Subcontract in reference to the 2022 Subcontract , it shall mean the 2022 Subcontract, as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3 to the 2022 Subcontract.

3. Affirmation of Subcontract; Warranty Re Absence of Defaults. Contractor and Subcontractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the 2022 Subcontract. Each party represents and warrants to the other that there have been no written or oral modifications to the 2022 Subcontract other than as provided herein. Each party represents and warrants to the other that the 2022 Subcontract is currently an effective, valid, and binding obligation.

Subcontractor represents and warrants to Contractor that, as of the date of this Amendment No. 3, Contractor is not in default of any material term of the 2022 Subcontract 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 2022 Subcontract.

Contractor represents and warrants to Subcontractor that, as of the date of this Amendment No. 3, Subcontractor is not in default of any material term of the 2022 Subcontract 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 2022 Subcontract.

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. 3.

5. Authority. The persons executing this A mendment 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 A mendment 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 A mendment 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.

6. Counterparts. This Amendment No. 3 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. 3.

01007.0001 2005596.3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the date(s) and year(s) set forth below, with express intent that this Amendment No. 3 shall be effective as of July 1, 2025.

SUBCONTRACTOR:

CITY OF CARSON, a California municipal
corporation

Lula Davis-Holmes, Mayor

Date: _______________ ______, 2025
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[brj; mav]
CONTRACTOR:

SOUTH BAY CENTER FOR COUNSELING, a
California corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 540 N. Marine Ave.

Wilmington, CA 90744

Date: ___________________ ______, 2025

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

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

01007.0001 2005596.3

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)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001 2005596.3

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)

GUARDIAN/CONSERVATOR
OTHER_______________________________
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SBCCPrimeContract.pdf
(Exhibit No. 3 - Link to 210-page Prime Contract)
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 21. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENTWITH LIFESTATION, INC., TO EXTEND THE EMERGENCY ALERT RESPONSE SYSTEM (E.A.R.S.) PROGRAMFOR FISCAL YEAR 2025/26 (CITY COUNCIL) I. SUMMARY
The Emergency Alert Response System (E.A.R.S.) is a state-of-the-art medical communications and personal security system that assures a quick and efficient response to any emergency that may occur in the home of a Carson senior. The City initially provided this service through a partnership with Long Beach Memorial Hospital, then Philips Lifeline until 2019. Following an invitation for bids (IFB) in 2019, LifeStation, Inc. ("Lifestation") was awarded a three-year contract with the City. Throughout the three-year term of the 2019 contract, LifeStation provided consistent service, including transmitting monthly usage reports to staff. In 2022, an IFB was again completed to ensure that this service would continue uninterrupted. LifeStation was again selected as the vendor for a three-year term, which is the current agreement between the City and Lifestation (Exhibit 1).

The initial three-year term of the current agreement is scheduled to expire on June 30, 2025; however, the agreement includes an option to extend the term for an additional one (1) year at a not-to-exceed cost of $11,160 for the extension period. Therefore, the City Council is asked to approve Amendment No. 1 (Exhibit 2) to the agreement, which would exercise the option and increase the not-to-exceed Contract Sum from $33,480 to $44,640, thereby allowing continuation of the services through June 30, 2026.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 1 to the  Contract Services Agreement with LifeStation, Inc. (Exhibit No. 2; "Amendment No. 1"); and

2. AUTHORIZE the Mayor to execute Amendment No. 1, following approval as to form by the City Attorney.

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

IV. BACKGROUND
The City of Carson’s Human Services Division strives to aid the most vulnerable populations. The Senior Assisted Living Section has offered an Emergency Alert Response System (EARS) Program since 2006 to provide senior residents with an electronic unit that, when a button is pressed, sends a signal to a 24-hour Emergency Response Center. Within seconds, there is direct voice communication with an operator through a speaker/microphone built into the unit.

Since its inception, the EARS program has consistently been in high demand. It permits seniors to remain in their homes and age in place safely rather than be placed in long term care or be institutionalized. The program also provides users and their family members peace of mind that they have access to emergency response in the case of a fall or other urgent matter while living alone. Required in-home assessments will continue so that more residents can make use of available units.

In 2022, the City Council approved a three-year contract with LifeStation, Inc. to provide EARS services to Carson seniors at a cost of $11,160 for each contract year, or $33,480 total over the initial three-year term. The agreement provided a maximum of 60 households with emergency response units. The rates are $15.50 per unit, per month, all inclusive. To allow this program to continue through June 30, 2026, staff recommends that the City Council approve the proposed Amendment No. 1, exercising the City's option for a one-year extension at a not-to-exceed annual cost for services in the amount of $11,160, as specified in the current agreement.

V. FISCAL IMPACT
Should the City Council approve the recommendation, funds in the amount of $11,160 for the the one-year contract extension have been budgeted in the FY 2025/26 Proposed Budget in Account No. 101-90-980-227-6004.

VI. EXHIBITS

1. 2022 Contract between the City and Lifestation, Inc. (City Contract C-22-118)

2. Proposed Amendment No. 1 to City Contract C-22-118.

Attachments
Exhibit 1 - Lifestation Contract C-22-118.pdf
Exhibit 2 - (LifeStation) Amendment No. 1 06.25.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
LIFESTATION, INC.

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
LIFESTATION, INC.

THIS AGREEMENT FOR CONTRACT SERVICES ( herein " Agreement") is made and entered into this 1st day of July, 2022 by and between the CITY OF CARSON, a California municipal corporation (" City") and LIFESTATION, INC., a New York corporation Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Parry" and hereinafter collectively referred to as the " Parties."

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1. 1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007. 000 U792433. 1 - I -
professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances.

1. 2 Consultant' s Proposal.

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

1. 3 Compliance with Law.

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

1. 4 Licenses, Permits, Fees and Assessments.

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

1. 5 Familiarity with Work.

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

1. 6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/ or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City' s own negligence.
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1. 7 Further Responsibilities of Parties.

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

1. 8 Additional Services.

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

1. 9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2. 1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the " Schedule of Compensation" attached hereto as Exhibit " C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Thirty - Three Thousand Four Hundred Eighty Dollars ($ 33, 480) the " Contract Sum"), unless additional compensation is approved pursuant to Section 1. 8. 01007. 0001/ 792433. 1 - 3-

2. 2 Method of Compensation.

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

2. 3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4. 5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

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

2. 4 Invoices.

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

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

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

2. 5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE

3. 1 Time of Essence.

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

3. 2 Schedule of Performance.

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

3. 3 Force Majeure.

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

3. 4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4. 1 Representatives and Personnel of Consultant.

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

Laura Aiello Director, Business Development
Name) ( Title)
01007. 0001/ 792433. 1 - 5-
Name) ( Title)
Name) ( Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

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

4. 2 Status of Consultant.

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

4. 3 Contract Officer.

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

4. 4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant' s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 01007. 0001/ 792433. 1 - 6-
independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or ajoint venturer or a member of any joint enterprise with Consultant.

4. 5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5. 1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
a) General Liability Insurance ( Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $ 1, 000, 000. 00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
b) Worker' s Compensation Insurance. A policy of worker' s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
c) Automotive Insurance ( Form CA 0001 ( Ed 1/87) including " any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than 01007. 0001/ 792433. 1 - 7-
1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile.
d) Professional Liability. Professional liability insurance appropriate to the Consultant' s profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant' s services or the termination of this Agreement.

During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit ` B".
g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5. 2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant' s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their. respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self- insured retention, any additional insured may satisfy the self- insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any parry hereto without providing thirty ( 30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5. 1 to the Contract Officer.

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

Any deductibles or self- insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant' s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant' s indemnification liabilities as provided in Section 5. 3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4. 5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City.

5. 3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (" Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened ( herein " claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in 01007. 0001/ 792433. 1 - 9-
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (" indemnitors"), or arising from Consultant' sor indemnitors' reckless or willful misconduct, or arising from Consultant' s or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred. by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

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

5. 4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated " A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (" Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant 01007. 000U792433. 1 - 10-
agreesthat the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6. 1 Records.

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

6. 2 Reports.

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

6. 3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ( the " documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/ or use of uncompleted documents without specific written authorization by the Consultant will be at the City' s sole risk and without 01007. 0001/ 792433. 1 - 11-
liability to Consultant, and Consultant' s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as works made for hire" as defined in 17 U. S. C. § 101, such documents and materials are hereby deemed " works made for hire" for the City.

6. 4 Confidentiality and Release of Information.
a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Consultant gives City notice of such court order or subpoena. c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant' s conduct. d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any parry regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agreesto cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7. 1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal 01007. 0001 / 792433. 1 - 12-
jurisdiction of such court in the event of such action. In the event of litigation in a U. S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7. 2 Disputes, Default.

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

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

7. 3 Retention of Funds.

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

7. 4 Waiver.

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

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007. 0001/ 792433. 1 - 13-

7. 5 Rights and Remedies are Cumulative.

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

7. 6 Legal Action.

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

7. 7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty ( 30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty ( 60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7. 3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7. 2.

7. 8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated ( provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007. 0001/ 792433. 1 - 14-

7. 9 Attorneys' Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

8. 1 Non- liabilily of City Officers and Employees.

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

8. 2 Conflict of Interest.

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

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

8. 3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007. 0001/ 792433. 1 - 15-

8. 4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9. 1 Notices.

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

9. 2 Interpretation.

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

9. 3 Counterparts.

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

9. 4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
01007. 0001/ 792433. 1 - 16-

9. 5 Severability.

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

9. 6 Warranty & Representation of Non - Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/ her financial interest or the financial interest of any corporation, partnership, or association in which ( s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which ( s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of financial interest" shall be consistent with State law and shall not include interests found to be remote" or " non - interests" pursuant to Government Code Sections 1091 or 1091. 5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

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

Consultant'sAuthorized Initials DJO

9. 7 Corporate Authority.

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

SIGNATURES ON FOLLOWING PAGE]
01007. 0001/ 792433. 1 - 17-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first - above written.

CITY:

CITY OF CARSON, a municipal corporation
uDavis- Holmes, Mayor
ATTEST: -
Dr. KhaleahK. Bradshaw, City Clerk
APPROVED AS TO FORM:

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

LIFESTATIOA INC;,.,*, New York corporation
IUN
On~
Titl E¢ cr i..-f-ii. L. c h.' rrtti
By:

Name:

Title: Gov
Address: 2 Stahuber Avenue
Union, NJ 07083
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT' S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY. 01007. 0001 / 792433. 1 - 18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first - above written.

ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
brjj
CITY:

CITY OF CARSON, a municipal corporation
Lula Davis - Holmes, Mayor
CONSULTANT:

LIFESTATIQ>, INC;,., ) 4ew York corporation
DO
INE(
ml DG, y i c l ° p t h t -.A+ -t
Titl •[ tvlwt1..

By:

Name: fe.. ! a i
Title: C' A;'
Address: 2 Stahuber Avenue
Union, NJ 07083
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT' S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY. 01007. 0001/ 792433. 1 - 18-

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 SIA N C'. 3V_
9LL) (
e
J
COUNTY OF v yl to
On ne , 2022 before me5"`+ Si)l fnnL1YCS0Y,(yers anneare C` 1 I Offt / Siloved to me on the basis of satis actory 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 underPENALTY OF PERJURY underthe laws of the Stateof California that the foregoing paragraphis true and correct.

WITNESnd cia 1.

SimisplaDuro J D.

E
NotaryPublic. Stateof New YSignature: Commission # 5pp94509MYCommissionExpires12

OPTIONAL
Though the data below is not required by law, it may prove valuable to personsrelying on the document and could prevent fraudulent reattachment of this form.
01007. 0001/ 792433. 1

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE( S) TITLE OR TYPE OF DOCUMENT

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S) NUMBER OF PAGES

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING: DATE OF DOCUMENT

NAME OF PERSON( S) OR ENTITY( IES))

SIGNERS) OTHER THAN NAMED ABOVE
01007. 0001/ 792433.1

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

STATE OF CA+, IV- C lv

COUNTY OF S &
A ` n
On' 7&vA 1{ Z, 2022beforeme, J1M!S0)A N1WSi4 onv p} a l l QViP , 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 underPENALTY OF PERJURY underthe laws of the Stateof California that the foregoing paragraphis true and correct.

WITNESS my ban d official 1.

LNottary
ola Durosomo, J. D. C
ublic, StateofNewJerseySignature: mission # 50094509
missionExpires12/4/2023

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.
01007. 0001/ 792433. 1

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE( S) TITLE OR TYPE OF DOCUMENT

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S) NUMBER OF PAGES

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING: DATE OF DOCUMENT

NAME OF PERSON( S) OR ENTITY( IES))

SIGNERS) OTHER THAN NAMED ABOVE
01007. 0001/ 792433.1
EXHIBIT " A"

SCOPE OF SERVICES
I. Consultant will perform the following Services pursuant to Consultant' s individual LifeStation Care Plan Agreements (" CPA") with Subscribers, to which the City is not a party. The City' s role is limited to being the payor for such Services:

A. Program Development.

Plan, develop, operate, and manage LifeStation' s personal emergency response system in compliance with Federal, State, and local government codes, regulations, and directives applicable to emergency paging devices.

B. Locations and Operations.

1. Continuous twenty- four ( 24) hour per day monitoring of emergency paging devices in conjunction with monitoring services.

2. Provide trained staff to install and service equipment during the term of this Agreement.

3. Trained staff will monitor alarm signals and respond to said signals via telephone as quickly as reasonably practicable.

C. Central Emergency Response Center.

1. Consultant shall provide for the monitoring of the home communications through LifeStation' s monitoring services. Consultant shall pay the costs required from the utilization of LifeStation monitoring services.

2. Consultant shall provide the City with a monthly Subscriber listing, an installation activity report, and a termination activity report.

3. Consultant shall provide an alarm report within seven ( 7) days after an alarm incident.

D. Subscriber' s In - Home System.

The In - Home System shall include a base console, A/ C adaptor, and waterproof help pendant with two attachments ( necklace lanyard and wristband). The Consultant' s pricing of $ 15.50 per unit includes all equipment, processing, fulfillment, shipping, installation, monitoring, and troubleshooting.

1. The pendant shall have the ability to send a wireless signal up to four hundred ( 400) feet.

2. The In - Home System shall have a receiver to receive the signal, a manual button for signaling an alarm directly, a reset button for signaling the arrival 01007. 00OU792433. 1 A- 1
of help, audible and visual indicators, and a back-up battery sufficient to provide at least seventy-two ( 72) hours of operation.

3. The In -Home System shall have the ability to indicate whether the signal is active, passive, or a reset signal. It shall also be programmed to make multiple attempts to reach LifeStation' s monitoring service.

4. The equipment shall be such that both the visually and hearing impaired person may be served by this system.

E. Training of Staff, Volunteers and Subscribers.

Consultant shall provide training for staff and volunteers in the installation, use and service of the Communicators and in the maintenance of Subscriber and voluntary emergency responder information.

2. The Subscriber and voluntary emergency responders shall be instructed in the use of the Communicator. This instruction shall take place on site in the Subscriber' s home, at the time the Communicator is installed.

F. Subscriber Information Records.

Consultant shall provide an accurate Subscriber information recording system.

Each Subscriber shall complete a CPA which shall be forwarded to Consultant at the address set forth in Section 8. 3.

The minimum information requirements are: Subscriber number, program code, Subscriber name, Subscriber address, Subscriber phone, police phone, fire phone, ambulance phone, responder name and responder phone.

2. Subscriber information and required reports will be kept confidential by Consultant. Subscriber information will be made available to the City upon request in accordance with federal and state laws and regulations.

3. Consultant shall inactivate a Subscriber at the time that the Subscriber' s unit is removed from the Subscriber residence. Consultant shall maintain possession of the removed unit.

G. Agreement with Subscriber.

Consultant shall provide the Communicators as specified in this Agreement, to selected eligible Subscribers at no cost to the Subscriber. Consultant shall enter into a non- financial written agreement with the Subscriber. An executed copy of each such agreement shall be submitted to the City within five ( 5) working days following execution. In the event that the Subscriber no longer requires the equipment or leaves the City, Consultant shall remove the Communicator from the Subscriber' s residence and retain possession of the equipment. 01007. 000in92433. 1 A- 2
H. Equipment Installation and Maintenance.

Consultant shall be responsible for the installation and maintenance of the LifeStation equipment used to provide service in accordance with this Agreement.

Installation and maintenance shall be in accordance with the manufacturer' s recommendations and specifications, copies of which shall be kept on file by Consultant
II. City will perform the following:

A. Subscribers Screening.

The City shall maintain its method for screening potential Subscribers to determine their eligibility. The screening shall determine residency, age, annual income and a needs assessment to determine the degree of social isolation, functional abilities and medical vulnerability. Records of such screenings shall be kept on file by Consultant.

B. Subscriber Eligibility.

Services shall be provided by Consultant to those persons designated in writing by the City.

C. Payment to Consultant.

Payment shall be made to Consultant in accordance with Exhibit " C," Schedule of Compensation.

D. Monitoring and Evaluation by the City.

The City shall, through its Contract Officer, monitor and evaluate the Consultant' s performance of its duties under this Agreement.

III. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. Monthly provide the City with a Subscriber listing, installation activity report, and termination activity report.

B. Monthly invoices reporting services performed.

C. Alarm report within seven ( 7) days after each incident.

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

A. Monthly provide the City with a Subscriber listing, installation activity report, and termination activity report.
01007. 00OU792433. 1 A- 3
B. Updates to Contract Officer as necessary with any questions or concerns.

C. Alarm report within seven ( 7) days after each incident.

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

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

A. Laura Aiello, Director, Business Development; and
B. Consultant' s Los Angeles area manager, who is Consultant' s employee and will manage performance of this Agreement, including all installations. 01007. 00Oin92433. 1 A- 4
EXHIBIT " B"

SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
I. Section 2. 1 (" Contract Sum") is hereby amended to read as follows ( deleted text identified in strikethro^^ 1', added text identified in bold italics):

2. 1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the " Schedule of Compensation" attached hereto as Exhibit " C" and incorporated herein by this reference. The total compensation for the initial three-year Term, including reimbursement for actual expenses, shall not exceed Thirty - Three Thousand Four Hundred Eighty Dollars ($ 33, 480) ( the " Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. If the Term of this Agreement is extended pursuant to Section 3.4, then, for services rendered during the Term extension period and in accordance with the prices set forth in this Agreement, the City shall pay the Consultant an amount not to exceed Eleven Thousand One Hundred Sixty Dollars ($ 11, 160)."
H. Section 3. 2 (" Schedule of Performance") is hereby amended to read as follows ( deleted text identified in strik' e' reugh, added text identified in bold italics):

3. 2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a v tten etiee to ^ r ee copy of the fully executed Agreement from City and shall perform all services within the time period( s) established in the " Schedule of Performance" attached hereto as Exhibit " D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period( s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty ( 180) days cumulatively." III. Section 3. 4 (" Term") is hereby amended to read as follows ( deleted text identified in s#- rkethfeugh, added text identified in bold italics):

3. 4 Tenn. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until eempletion of the ser-viees bu not exeeeding one ( 1 ` • r f ^ m the date her -eaf from July 1, 2022 to June 30, 2025 Term"), exeept as ethe,. wise p idea it. the Sehed.,, o e f Peff .. m, nee ( PxhQ") The City shall have the option, by a written amendment signed by the Consultant and City Manager, to extend the Term by an additional 12 months, so that the extended Term expires on June 30, 2026, unless earlier terminated in accordance with Article 7 of this Agreement. Consultant' s pricing during the Term extension period shall remain as stated in Exhibit " C" ( Schedule of Compensation) of this Agreement for the initial Term."
IV. A new Section 6. 5 (" HIPAA/ HITECH/ Privacy") is hereby added to the Agreement to read as follows:
01007. 0001/ 792433. 1 B- 1

6. 5 HIPAA/ HITECH/ Privacy. Both Parties agree to comply with the privacy and security provisions of the Health Insurance Portability and Accountability Act (` HIPAA') and all HIPAA rules when performing their obligations under this Agreement as provided for in the Business Associate Addendum which is incorporated herein as Exhibit ` E."' 01007. 0001/ 792433. 1 B- 2
I.

II.

EXHIBIT " C"

SCHEDULE OF COMPENSATION
Consultant shall perform the following tasks at the following rates:

RATE # OF UNITS SUB - BUDGET

15. 50 per unit and 60* $ 930. 00/ month
per month
TOTAL: $ 33,480 for the Term of 36 months ( July 1, 2022 to June 30, 2025) If City exercises its option to extent the Term pursuant to Section 3.4 of this Agreement, compensation for services rendered during the Term extension period ( July 1, 2025 to June 30, 2026) shall be consistent with the rate set forth above, and shall not exceed $ 11, 160 for the Term extension period ($ 15. 50 x 60 units x 12 months). 60 units is the maximum number units the City will use at one time, but the City can use fewer than 60 units, if it so chooses.

The City will compensate Consultant for the Services performed upon submission of a valid invoice in accordance with Section 2. 4. Each invoice is to include:

A. Line items for all work performed, the number of hours worked, and the hourly rate.

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

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

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

The total compensation for the Services shall not exceed $ 33, 480 as provided in Section 2. 1 of this Agreement.
01007. 0001/ 792433. 1 C- 1
EXHIBIT " D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

A. All services described in Exhibit " A" Scope of Services, except for Section II therein describing the City' s obligations, shall be provided on an ongoing basis throughout the Term of this Agreement, as provided in Section 3. 4.

H. Consultant shall deliver the following tangible work products and reports to the City by the following dates.

A. Monthly - provide the City with a Subscriber listing, installation activity report, and termination activity report.

B. Monthly — provide the City with invoices reporting services performed.

C. Within seven ( 7) days after an incident - provide the City with an alarm report.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3. 2.
01007. 0001/ 792433. 1 D- 1
EXHIBIT " E"
Business Associate Addendum
This Business Associate Addendum (" Addendum"), effective as of the date of the last of the Parties to sign the signature page hereto ( the " Effective Date"), is entered into by and between the following parties ( each a "Party" and collectively the "Parties"):

Covered Entity Business Associate
Customer: CITY OF CARSON a LifeStation: LifeStation, Inc., a New York municipal corporation
corporation (" Lifestation")
Customer' s 701 E. Carson St., Carson, LifeStation' s 2 Stahuber Avenue Principal California 90745 Principal Union, NJ 07083
Address Address
Section 1. BACKGROUND AND PURPOSE

1. 1 The Parties have entered into a sales, service, rental or license agreement with respect to a LifeStation product, service, or software ( the " Underlying Contract( s)"), which provides for warranty or other service that may require LifeStation to be provided with, to have access to, and/ or create Protected Health Information that is subject to the federal regulations issued pursuant to the Health Insurance Portability and Accountability Act HIPAA") and codified at 45 C. F. R. parts 160 and 164 (" HIPAA Rules"). This Addendum shall supplement and/ or amend each of the Underlying Contract( s) only with respect to LifeStation receipt, use and creation of PHI under the Underlying Contract( s) to allow Customer to comply with the HIPAA Rules. Except as so supplemented and/ or amended, the terms of the Underlying Contract( s) shall continue unchanged and shall apply with full force and effect to govern the matters addressed in this Addendum and in each of the Underlying Contract( s).

Section 2. DEFINITIONS

2. 1 " Affiliate" shall mean any corporation, company, or other entity, which: ( i) is under the Control of a Party hereto; or ( ii) has Control of a Party hereto; or ( iii) is under common Control with a Party hereto, during the time such Control exists. For purposes of this Affiliate definition, " Control" means that more than fifty percent ( 50%) of the controlled entity' s sharesor ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity.

2. 2 " Business Associate" shall generally have the same meaning as the term " business associate" at 45 CFR 160.103, and in reference to the party to this Addendum, shall mean LifeStation.

2. 3 " Covered Entity" shall generally have the same meaning as the term " covered entity" at 45 CFR 160.103, and in reference to the party to this Addendum, shall mean the Customer. 01007. 0001/ 792433. 1 D- I

2. 4 " HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. The " HIPAA Privacy Rule" is at 45 CFR, part 160 and part 164, subparts A and E. The " HIPAA Security Rule" is at 45 C.F.R. Parts 160 and 164. The " HIPAA Breach Notification Rule" is at 45 CFR Part 164 Subpart D.

2. 5 " PHI," " ePHI" and " uPHI" shall mean Protected Health Information, Electronic Protected Health Information and Unsecured Protected Health Information, respectively, as defined in 45 C. F. R. § 160. 103, limited to the information LifeStation received from or created or received on behalf of Customer as Customer' s Business Associate.

2. 6 " Subcontractor" shall mean a " subcontractor" ( as defined at 45 CFR 160. 103) of LifeStation.

2. 7 Other. All other capitalized terms used in this Addendum shall have the same meaning as those terms in the HIPAA Rules.

Section 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

3. 1 General. With regard to its use and/ or disclosure of PHI, Business Associate agrees to:
a) Permissible Use/ Disclosure. Not Use or disclose PHI other than as permitted or required by this Addendum or as Required By Law;
b) Safeguards. Use appropriate safeguards, and comply with the Security Rule with respect to ePHI as of the Effective Date for LifeStation' s obligations as a Business Associate, to prevent Use or Disclosure of PHI other than as provided for by this Addendum;
c) Reports to Customer. Report to Customer any Use or Disclosure of PHI not provided for by this Addendum of which it becomes aware, including Breaches of uPHI as required at 45 CFR 164.410, and any Security Incident affecting PHI of which it becomes aware;
d) Subcontractors. Ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of LifeStation agree to the same restrictions and conditions that apply to LifeStation, in its capacity as the Business Associate, with respect to such information;
e) Designated Record Sets.
i) Within twenty ( 20) days of receiving a written request from Customer, make available to the Customer PHI necessary for Customer to respond to individuals' requests for access to PHI about them in the event that the PHI in LifeStation' s possession constitutes a Designated Record Set. ii) Within forty ( 40) days of receiving a written request from Customer, make available to the Customer PHI for amendment and incorporate any amendments to the PHI in accordance with the Privacy Rule in the event 01007. 0001/ 792433. 1 D- 2
that the PHI in LifeStation' s possession constitutes a Designated Record Set.
1) Accounting. Within forty ( 40) days of receiving a written request from Customer in response to a request from an Individual, make available to the Customer the information required for the Customer to provide an accounting of Disclosures as necessary to satisfy its obligations as a Covered Entity under 45 CFR 164.528; g) Inspection by Secretary. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the Privacy Rule; and Section 4. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE Except as otherwise specified in this Addendum, LifeStation may:

4. 1 General. Use or disclose PHI as LifeStation deems necessary to perform its obligations under the Underlying Contracts or as otherwise permitted or required by law. Such use, disclosure or request of PHI shall utilize a limited data set if practicable or otherwise the minimum necessary PHI to accomplish the intended results of the use, disclosure or request. LifeStation also agreesto follow appropriate minimum necessary policies in the performance of its obligations under this addendum.

4. 2 Required by Law. Use or disclose PHI as Required By Law.

4. 3 Proper Management and Administration
a) Use the PHI in its possession for its proper management and administration and to carry out the legal responsibilities of LifeStation
b) Disclose the PHI in its possession to a third parry for the purpose of LifeStation' s proper management and administration or to carry out the legal responsibilities of LifeStation, provided that the disclosures are required by law or LifeStation obtains reasonable assurances from the third party regarding the confidential handling of such PHI as required under the Privacy Rule;

4. 4 Data Aggregation. Provide Data Aggregation services relating to the health care operations of the Customer as permitted by law; and

4. 5 DeIdentification. De -identify any PHI obtained by LifeStation under this Addendum, and Use and disclose such de -identified data, all in accordance with the de -identification requirements of the Privacy Rule.

4. 6 Marketing. Use and disclose PHI for marketing purposes only where permitted by applicable law and this Addendum or the Underlying Contracts;

4. 7 Sale. Sell PHI only where permitted by applicable law and consistent with applicable law and this Addendum.
01007. 0001/ 792433. 1 D- 3
Section 5. TERMINATION

5. 1 Termination. This Addendum shall terminate on (a) the date that the last of the Underlying Contracts terminates or expires or ( b) on the date Covered Entity terminates for cause as authorized in Section 5. 2 hereof, whichever is sooner.

5. 2 Termination by Customer. Should Customer become aware of a breach of a material term of this Addendum by LifeStation, Customer shall provide LifeStation with written notice of such breach in sufficient detail to enable LifeStation to understand the specific nature of the breach, and provide LifeStation with at least 30 days to cure such breach. Customer shall be entitled to terminate the Underlying Contract associated with such breach if, after Customer provides the notice to LifeStation, LifeStation fails to cure the breach within a reasonable time period specified by Customer in such notice; provided, however, that such time period specified by Customer shall be based on the nature of the breach involved, and shall not be less than 30 days. If Customer determines that Business Associate has breached the terms of this Addendum and such breach has not been cured, but Customer determines that termination of the Underlying Contract( s) is not feasible, Customer may report such breach to the U. S. Department of Health and Human Services.

5. 3 Effect of Termination. Upon termination of this Addendum for any reason, LifeStation, with respect to PHI received from Customer, or created, maintained, or received by LifeStation on behalf of Customer, shall:
a) Retain only that PHI which is necessary for LifeStation to continue its proper management and administration or to carry out its legal responsibilities; b) Return to Customer or destroy the remaining PHI that LifeStation still maintains, if it is feasible to do so;
c) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to ePHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as LifeStation retains the PHI; d) Not use or disclose the PHI retained by LifeStation other than for the purposes for which such PHI was retained and subject to the same conditions set out in this Addendum which applied prior to termination; and
e) Return to Customer or destroy the PHI retained by LifeStation when it is no longer needed by LifeStation for its proper management and administration or to carry out its legal responsibilities.

5. 4 Survival. The obligations of Business Associate under this Section 5 shall survive the termination of this Addendum.
01007. 0001/ 792433. 1 D- 4
Section 6. MISCELLANEOUS

6. 1 Amendment. The Parties agree to take such action as is necessary -- and negotiating in good faith appropriate -- to amend this Addendum from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.

6. 2 No Third Party Beneficiaries. Nothing in this Addendum shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

6. 3 Interpretation. The terms of this Addendum shall prevail in the case of any conflict with the terms of any Underlying Contract to the extent necessary to allow Customer to comply with the HIPAA Rules. The bracketed citations to the HIPAA Rules in several paragraphs of this Addendum are for reference only and shall not be relevant in interpreting any provision of this Addendum.

CUSTOMER
Signature
Name
print):

Title:

Date:

ADDRESS FOR NOTICE:
701 E. Carson St.

Carson, CA 90745
01007. 0001 n92433. 1 D- 5
print):

Va a -cn h c, ;.l
Title: C6tmprJ
Date: ( w / - s' / 2- 0
ADDRESS FOR NOTICE:
2 Stahuber Avenue
Union, NJ 07082
LIFES- 1 OP ID: JESS
ACORv

CERTIFICATE OF LIABILITY INSURANCE

DATE( MWDD/ YYYY)
02/ 23/ 2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER 877- 242- 9600
Central Insurance Agency, Inc.
93 East Main Street
CONTACTCentral Insurance Agency

PHONE FAX
A/C, No, Ext): 877"242-9600 ( A/CNo):877-243-8995
p-MAIIEs : glnaS clalnsures. comSmithtown, NY 11787
Alice Giacalone
INSURERS AFFORDING COVERAGE NAIC #
INSURERA: Peleus Insurance Company 34118

IN UFFED,
Lifeu
ation, Inc.
2 Stahuber Avenue
INSURERB: Crum & Forster Speciality Ins 44520
INSURERC: Scottsdale Insurance Company 41297

INSURER D
Union, NJ 07083
INSURER E:
08/ 31/ 2021
INSURER F:

DAMAGE
STO
PREMISES( occuRENTEDErr n $
100, 000
R MI E
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRTR TYPE OF INSURANCE

DDL UBR

POLICY NUMBER

POLICY EFF

POLICYEXPI LIMITS
A X COMMERCIALGENERALLIABILITY EACH OCCURRENCE $ 1, 000, 000 CLAIMS -MADE X OCCUR X X GLV0001028 08/ 31/ 2021 08/ 31/ 2022 DAMAGE STO
PREMISES( occuRENTEDErrn $
100, 000
R MI E
MED EXP ( Any oneperson)
5, 000X Errors& Omissions GLV0001028 08/ 31/ 2021 08/ 31/ 2022 X Contractual Liab PERSONAL& ADV INJURY $ 1, 000, 000GLV0001028 08/ 31/ 2021 08/ 31/ 2022 GEN' L AGGREGATE LIMIT APPLIES PER:

POLICYFV PRO-- LOC
GENERAL AGGREGATE $ 2, 000' 000
PRODUCTS - COMP/ OP AGG $ 2, 000, 000
Prof Liab $ 1, 000, 000
OTHER:

AUTOMOBILE LIABILITY

EOMBINEDS
tINGLE
LIMIT $
BODILY INJURY Perperson) $ ANY AUTO

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY Per accident $

PROPERTY DAMAGE
Per. accident $

HIRED NON - OWNED

AUTOS ONLY AUTOS ONLY
L
A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5' 000, 000
X EXCESSLIAB CLAIMS - MADE UMV0000251 08/31/2021 08/31/2022 AGGREGATE $ 5, 000, 000 DEDI X I RETENTION $ 10, 000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXOFFICER/MEMBEREXCLUDED? ECUTIVEEl Mandatory in NH)
N / A

PER OTH-

STATUTE I I ER
E. L. EACH ACCIDENT $
E. L. DISEASE - EA EMPLOYE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT B Excess Liability SEO- 114955 08/ 31/ 2021 08/ 31/ 2022 EE/ AA 10, 000, 000 C Excess Liability XLS0120082 08/ 31/ 2021 08/ 31/ 2022 EE/ AA 5, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson its elected and appointed off icers, employees, volunteers and agents are included as additional insureds on a primary and non contributory basis; as respects to the CG 2010 07/04 under general liability as required by written contract for work performed, while on the premises, by insured subject to terms and conditions of the policy. Waiver of Subrogation applies

COCARSO

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Carson ,/

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City 1OV e c4 ACCORDANCE WITH THE POLICY PROVISIONS.
701 E Carson Street
Carson, CA 90745

AUTHORIZED REPRESENTATIVE
ACORD 25 ( 2016/ 03) © 1988- 2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
DATE
ACIORL> CERTIFICATE OF LIABILITY INSURANCE

MM/ DD/ YYYY)
12/ 28/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER CONTACT Donna Jordan
NAME:

Keevily Spero Whitelaw, Inc.

PHONE ( 914) 381- 5511 FAX ( 914) 381- 1134
A/ C No Ext): A/ C, No
500 Mamaroneck Ave

E- MAIL
djordan0keevily. comADDRESS:

INSURER( S) AFFORDING COVERAGE NAIC #
INSURERA: Hartford Casualty Insurance Company 29424Harrison NY 10528 INSURED INSURER B:

INSURER C: Lifestation, Inc
INSURER D: PO Box 1920
INSURER E:

INSURER F: New York NY 10101
COVERAGES CERTIFICATE NUMBER: 21/ 22 Master REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTH E POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRLTR TYPE OF INSURANCE INSD WVD POLICYNUMBER

POLICY EFF

MM/ DD/ YYYY

POLICY EXP

MM/ DD/ YYYV LIMITS

COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $

DAMAGE TO RENTED
CLAIMS - MADE FlOCCUR PREMISES Ea occurrence $
MED EXP ( Any one person) $
PERSONAL& ADV INJURY $
GEN' LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $
PRO -
POLICY
PRO
LOC PRODUCTS - COMP/ OP AGG $
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
BODILY INJURY ( Per person) $ ANY AUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS
BODILY INJURY ( Per accident) $
PROPERTY DAMAGE $
Per accident

HIRED NON - OWNED

AUTOS ONLY AUTOS ONLY

UMBRELLA UAB

HCLAIMS-MADE
OCCUR EACH OCCURRENCE $
AGGREGATE $ EXCESS UAB
DEDI I RETENTION $
A

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

ANY PROPRIETOR/ PARTNER/ E' ECUTIVE
OFFICER/ MEMBER EXCLUDED.

Mandatory in NH)
N/ A Y 16WBCER5374 01/ 01/ 2022 01/ 01/ 2023

XSTATUTE
EORH
E. L. EACH ACCIDENT $ 1 ,000, 000
E. L. DISEASE - EA EMPLOYEE $ 1 ,000, 000
If yes, describe under
DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT $ 1, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Waiver of subrogation applies with respects to Workers Compensation when required by written contract.

City of Carson
701 E Carson Street
Carson CA 90745

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD ACOR
1 0

CC) CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/ YYYY)
10/ 1/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Crystal IBC LLC
32 Old Slip FI 17
New York NY 10005
CONTACTDana Caro reSO

PHONE FAX
212 504 5890 ' C' No):

ADDRESS: [email protected]
INSURER( S) AFFORDING COVERAGE NAIC #
INSURERA: Trumbull Insurance Company 27120
INSURED DGASECINSURERB:

LifeStation, Inc.
2 Stahuber Avenue
INSURERC:

INSURER D: Union, NJ 07083
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 161867223 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRLTR TypE OF INSURANCE

ADDL SUBR

POLICY NUMBER MM/
DDYEFF
YYYY

PLICY EXP
MM/ DDtYYYY LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
CLAIMS - MADE F1 OCCUR PREMISESEaoccurence $
MED EXP ( Any one person) $
PERSONAL & ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ JECTPOLICY F7 PRO LOC PRODUCTS - COMP/ OP AGG $
OTHER:

A AUTOMOBILE LIABILITY Y Y 10UENHH4351 10/ 1/ 2021 10/ 1/ 2022 COMBINED SINGLE LIMIT $ 1, 000, 000Ea accident BODILY INJURY ( Per person) $ X ANY AUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS
BODILY INJURY ( Per accident) $
PROPERTY DAMAGE $
Per accidentX HIREDX NON -OWNEDAUTOS ONLY AUTOS ONLY
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
AGGREGATE $ EXCESS LIAB CLAIMS - MADE
DED RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

PEROTH-

STATUTE ER
ANYPROPRIETOR/ PARTNER/ EXECUTIVE E. L. EACH ACCIDENT $ OFFICER/ MEMBER EXCLUDED? N/ A`
Mandatory in NH) E. L. DISEASE - EA EMPLOYEE $
E. L. DISEASE - POLICY LIMIT $
If yes, describe under
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Carson, its electedand appointedofficers, employees,volunteers and agents are includedas Additional Insuredswhere required by written contractor agreement. Coverage shall be considered primary and non contributory subject to policy terms and conditions. Waiver of Subrogation in favor of the Additional Insureds where required by written contract executed prior to loss. Blanket/ Broad Form Endorsement Hartford form HA 99 17 06 14 attached.

CERTIFICATE HOLDER
City of Carson
701 E Carson Street
Carson CA 90745

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number., 16 WBC ER5374 Endorsement Number:

Effective Date- 01! 01,' 22 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: LIFESTATION, INC
PO BOX 1920
NEW YORK NY 10101
Ne have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule.

This agreement shall not operate directly or indirectly to benefit anyone not rarned it the Schedule.

SCHEDULE
Any person or organization for whom you are required by contract or agreement 4 obtain this waiver from us.

Endorsement is not applicable in KY, NH, NJ or for any IVICconstruction risk Countorsignod by
Form WC 00 0313 Printed in U.& A.

Process Date! 11122t2l
Authorized Representative
Policy Expiration Date* 01! 01 23
POLICY NUMBER: GLV0001028 COMMERCIAL GENERAL LIABILITY
CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s)
Or Organization( s): Location( s) Of Covered Operations Automatic Status Included Where Required by Written Automatic Status Included Where Required by Contract. Written Contract.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to
include as an additional insured the person( s) or
organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury", " property damage" or " personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured( s) at the location( s) desig-
nated above.

B. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:

This insurance does not apply to " bodily injury" or
property damage" occurring after:

1. All work, including materials, parts or equip-
ment furnished in connection with such work,
on the project ( other than service, maintenance
or repairs) to be performed by or on behalf of
the additional insured( s) at the location of the
covered operations has been completed; or

2. That portion of " your work" out of which the
injury or damage arises has been put to its in-
tended use by any person or organization other
than another contractor or subcontractor en-
gaged in performing operations for a principal
as a part of the same project.

CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NON- CONTRIBUTING INSURANCE ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
To the extent that this insurance is afforded to any additional insured under this policy, SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, is deleted in its entirety and replaced with the following condition:

4. Other Insurance
If all of the other insurance permits contribution by equal shares, we will follow this method unless the insured is required by written contract signed by both parties, to provide insurance that is primary and non- contributory, and the insured contract" is executed prior to any loss. Where required by a written contract signed by both parties, this insurance will be primary and non- contributing only when and to the specific extent required by that contract.

However, under the contributory approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer' s share is based on the proportional ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

This endorsement forms a part of the Policy to which attached, effective on the inception date of the Policy unless otherwise stated herein.

The following information is required only when this endorsement is issued subsequent to preparation of the Policy.) Endorsement effective Policy No. Endorsement No.

Named Insured
Countersigned by
CIGL 30 01 14
POLICY NUMBER: GLV0001028 COMMERCIAL GENERAL LIABILITY
CG 24 04 05 09

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Person Or Organization:

Any Person or Organization for whom the insured, prior to a claim, occurrence or incident for which the insured could reasonably expect a claim or occurrence to arise, was required via written agreement or contractual obligation, to waive such rights.

IInformationrequiredto completethis Schedule, if not shown above, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV — Conditions:

We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
your work" done under a contract with that person
or organization and included in the " products -
completed operations hazard". This waiver applies
only to the person or organization shown in the
Schedule above.

CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 0 POLICY NUMBER: IOUENHH4351 COMMERCIAL AUTO
HA 99 17 06 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT

NEW YORK
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the " insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

1. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an " insured"
under any other automobile policy or would
be an " insured" under such a policy but for
its termination or the exhaustion of its Limit
of Insurance.
2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
a) That is a partnership or joint
venture,
b) That is an " insured" under any other
policy,
c) That has exhausted its Limit of
Insurance under any other policy, or
d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.

Coverage does not apply to " bodily
injury" or " property damage" that results
from an " accident" that occurred before
you formed or acquired the organization.

B. Employees as Insureds
Paragraph A. I. - WHO IS AN INSURED - of

SECTION II - COVERED AUTOS LIABILITY
COVERAGE is amended to add:
d. Any " employee" of yours while using a
covered " auto" you don' t own, hire or
borrow in your business or your personal
affairs.

C. Lessors as Insureds
Paragraph A. 1. - WHO IS AN INSURED - of
Section II - Covered Autos Liability Coverage
is amended to add:
e. The lessor of a covered " auto" while the
auto" is leased to you under a written
agreement if:
1) The agreement requires you to
provide direct primary insurance for
the lessor and
2) The " auto" is leased without a driver.

Such a leased " auto" will be considered a
covered " auto" you own and not a covered
auto" you hire.

D. Additional Insured if Required by Contract
1) Paragraph A. 1. - WHO IS AN INSURED
of Section II - Covered Autos Liability
Coverage is amended to add:
f. When you have agreed, in a written
contract or written agreement, that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an " insured", but only
to the extent such person or
organization is liable for " bodily
injury" or " property damage" caused
by the conduct of an " insured" under
paragraphs a. or b. of Who Is An
Insured with regard to the
ownership, maintenance or use of a
covered " auto."
The insurance afforded to any such
additional insured applies only if the "bodily
injury" or " property damage" occurs:
2015, The Hartford ( Includes copyrighted material
Form HA 99 17 06 14 of ISO Properties, Inc., with its permission.) Page 1 Of 5 1) During the policy period, and
2) Subsequent to the execution of such
written contract, and
3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
2) How Limits Apply
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
a) The limits of insurance specified in
the written contract or written
agreement; or
b) The Limits of Insurance shown in
the Declarations.

Such amount shall be a part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section.
3) Additional Insureds Other Insurance
If we cover a claim or " suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or " suit"
to the other insurer for defense and
indemnity.

However, this provision does not apply
to the extent that you have agreed in a
written contract or written agreement
that this insurance is primary and non-
contributory with the additional insured' s
own insurance.
4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE

EVENT OF ACCIDENT, CLAIM , SUIT

OR LOSS - OF SECTION IV -
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.

E. Primary and Non -Contributory if Required
by Contract
Only with respect to insurance provided to
an additional insured in 1. D. - Additional
Insured If Required by Contract, the
following provisions apply:
3) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that other
insurance by the method described in
Other Insurance 5. d.
4) Primary And Non -Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
or written agreement that this insurance
is primary and non-contributory with the
additional insured' s own insurance, this
insurance is primary and we will not
seek contribution from that other
insurance.

Paragraphs ( 3) and ( 4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.

When this insurance is excess, we will have no
duty to defend the insured against any " suit" if
any other insurer has a duty to defend the
insured against that " suit". If no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured' s rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
2) The total of all deductible and self- insured
amounts under all that other insurance.

We will share the remaining loss, if any, by the
method described in Other Insurance 5. d.

2. AUTOS RENTED BY EMPLOYEES
Any " auto" hired or rented by your " employee" on
your behalf and at your direction will be
considered an " auto" you hire.

The OTHER INSURANCE Condition is amended
by adding the following:
2015, The Hartford ( Includes copyrighted material
Form HA 99 17 06 14 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an " employee' s" personal insurance also
applies on an excess basis to a covered " auto"
hired or rented by your " employee" on your
behalf and at your direction, this insurance will
be primary to the " employee' s" personal
insurance.

3. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired " autos" are covered " autos" for Covered
Autos Liability Coverage and if Comprehensive,
Specified Causes of Loss, or Collision coverages
are provided under this Coverage Form for any
auto" you own, then the Physical Damage
Coverages provided are extended to " autos" you
hire or borrow, subject to the following limit.

The amount we will pay for any partial " loss" to
any hired " auto" is the cost of repairing or
replacing the damaged property minus a
deductible.

The amount we will pay for any one total " loss" to
any hired " auto" is the smaller of the retail value
for a substantially similar vehicle, a quotation for
a substantially similar vehicle obtained by us
from a qualified dealer, or the purchase price,
plus the cost of substantiated improvements.

However, the most we will pay in the event of a
total " loss" to any hired " auto" is $ 100, 000 ( Not
applicable to settlements subject to New York
State law.) A deductible applies for each
covered hired " auto".

The deductible will be equal to the largest
deductible applicable to any owned " auto" for
that coverage. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible
and excess provisions, we will provide coverage
equal to the broadest coverage applicable to any
covered " auto" you own.

We will also cover loss of use of the hired " auto"
if it results from an " accident", you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $ 1000 per
accident".

This extension of coverage does not apply to any
auto" you hire or borrow from any of your
employees", partners ( if you are a partnership),
members ( if you are a limited liability company),
or members of their households.

4. PHYSICAL DAMAGE - ADDITIONAL

TEMPORARY TRANSPORTATION EXPENSE

COVERAGE
Paragraph AA. a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $ 40 per day and a maximum limit of
1200.

5. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:

The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.

6. ELECTRONIC EQUIPMENT - BROADENED

COVERAGE
a. The exceptions to Paragraphs B. 4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:

Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the " auto' s"
electrical system that, at the time of " loss",
is:
1) Permanently installed in or upon
the covered " auto";
2) Removable from a housing unit
which is permanently installed in or
upon the covered " auto";
3) An integral part of the same unit
housing any electronic equipment
described in Paragraphs ( 1) and ( 2)
above; or
4) Necessary for the normal operation
of the covered " auto" or the
monitoring of the covered " auto' s"
operating system.
b. Section III - of the Business Auto Coverage
Form, Physical Damage Coverage, Limit of
Insurance, Paragraph C is amended to add
the following:
1,500 is the most we will pay for " loss" in
any one " accident" to all electronic
equipment ( other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of " loss", is:
1) Permanently installed in or upon
the covered " auto" in a housing,
opening or other location that is not
normally used by the " auto"
manufacturer for the installation of
such equipment;
2015, The Hartford ( Includes copyrighted material
Form HA 99 17 06 14 of ISO Properties, Inc., with its permission.) Page 3 Of 5 2) Removable from a permanently
installed housing unit as described
in Paragraph ( 1) above or is an
integral part of that equipment; or
3) An integral part of such equipment.
c. For each covered " auto", should loss be
limited to electronic equipment only, our
obligation to pay for, repair, return or replace
damaged or stolen electronic equipment will
be reduced by the applicable deductible shown
in the Declarations, or $ 250, whichever
deductible is less.

7. EXTRA EXPENSE - BROADENED COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
auto" to you.

8. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:

No deductible applies to glass damage if the
glass is repaired rather than replaced.

9. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:

If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same " accident", the following applies:
1) If the deductible under this Business Auto
Coverage Form is the smaller ( or smallest)
deductible, it will be waived;
2) If the deductible under this Business Auto
Coverage Form is not the smaller ( or
smallest) deductible, it will be reduced by the
amount of the smaller ( or smallest)
deductible.

10. AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2. a. -

DUTIES IN THE EVENT OF ACCIDENT,
CLAIM, SUIT OR LOSS - of SECTION IV -
BUSINESS AUTO CONDITIONS that you must
notify us of an " accident" applies only when the
accident" is known to:
1) You, if you are an individual;

11. UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.

12. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -
POLICY PERIOD, COVERAGE TERRITORY - of

SECTION IV - BUSINESS AUTO CONDITIONS
is replaced by the following:
e. For short- term hired " autos", the coverage
territory with respect to Covered Autos
Liability Coverage is anywhere in the world
provided that if the " insured' s" responsibility
to pay damages for " bodily injury" or
property damage" is determined in a " suit,"
the " suit" is brought in the United States of
America, the territories and possessions of
the United States of America, Puerto Rico or
Canada or in a settlement we agree to.

13. WAIVER OF SUBROGATION

TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US - of SECTION IV -
BUSINESS AUTO CONDITIONS is amended by
adding the following:

We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.

14. RESULTANT MENTAL ANGUISH COVERAGE
The definition of " bodily injury" in SECTION V -
DEFINITIONS is replaced by the following:

Bodily injury" means bodily injury, sickness or
disease sustained by any person, including mental
anguish or death resulting from any of these.

15. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies
except as follows:

If we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.

16. HYBRID, ELECTRIC, OR NATURAL GAS

VEHICLE PAYMENT COVERAGE
2) A partner, if you are a partnership; In the event of a total loss to a " non - hybrid" auto 3) A member, if you are a limited liability or an auto powered solely by electricity or natural company; or
gas for which Comprehensive, Specified Causes
of Loss, or Collision coverages are provided under
4) An executive officer or insurance manager, if this Coverage Form, then such Physical Damage you are a corporation. Coverages are amended as follows:
2015, The Hartford ( Includes copyrighted material
Form HA 99 17 06 14 of ISO Properties, Inc., with its permission.) Page 4 Of 5 a. If the auto is replaced with a " hybrid" auto, we
will pay an additional 10%, to a maximum of
2, 500, of the " non - hybrid" auto' s actual cash
value or replacement cost, whichever is less,
b. The auto must be replaced and a copy of a bill
of sale or new lease agreement received by
us within 60 calendar days of the date of
loss," c. Regardless of the number of autos
deemed a total loss, the most we will pay
under this Hybrid, Electric, or Natural Gas
Vehicle Payment Coverage provision for any
one " loss" is $ 10, 000.

For the purposes of the coverage provision,
a. A " non - hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b. A " hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.

17. VEHICLE WRAP COVERAGE
In the event of a total loss to an " auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:

In addition to the actual cash value of the
auto", we will pay up to $ 1, 000 for vinyl
vehicle wraps which are displayed on the
covered " auto" at the time of total loss.

Regardless of the number of autos deemed
a total loss, the most we will pay under this
Vehicle Wrap Coverage provision for any
one " loss" is $ 5, 000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle
are not considered vehicle wraps.
2015, The Hartford ( Includes copyrighted material
Form HA 99 17 06 14 of ISO Properties, Inc., with its permission.) Page 5 Of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number; 10 WBC ER5374 Endorsement Number:

Effective Date: 01! 01, 22 Effective hour is the same as stated on the Information Page o11he policy.

Named insured and Address: LIPESTATION, INC
PO BOX 1920
NEW YORK NY 10101
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule_

SCHEDULE
Any parson or organization for whom you are required by contract or , agreement : o obtain this waiver from us.

Endorsementis not applicable in KY. NH, NJ or for any MO construction risk Countcrsignod by
Form WC 00 0313 Printed in U. S. A.

Process Date-- 11! 22/ 21
Authorized Representateve
Policy Expiration [' late, 01!01/23
POST - COUNCIL WEDNESDAY, JUNE 8, 2022
APPROVAL OF MINUTES:

Item No. 12. 2022- 445 APPROVAL OF THE APRIL 19, 2022 CITY

COUNCIUSUCCESSOR AGENCY/ HOUSING AUTHORITY

REGULAR MEETING MINUTES

CARSON CITY COUNCIL
Approved as Recommended
JUNE 8, 2022
Lj2ND1sT; AYES: NOES: ABSTAIN: ABSENT:

JH CH 5 0 0 0
Recommendation: Approve the minutes as listed.

CONSENT: ( Items 13 to 36)

CARSON CITY COUNCIL
All Consent Items Approved as Recommended with the Exception of Those Items Pulled: Items 16, 21, 23 and 29
JUNE 8, 2022
JH. I JD. I
AYES: I NOOES:

I
ABSTAIN:

I
ABSENT:

Item No. 13. 2022- 468 Resolution No. 22- 099, A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF CARSON RATIFYING CLAIMS
AND DEMANDS IN THE AMOUNT OF $ 3, 814, 356. 06, DEMAND
CHECK NUMBERS 162657 THROUGH 162979
Item No. 14. 2022- 449 COVID- 19 UPDATE ( CITY COUNCIL) Recommendation: 1. RECEIVE and FILE.

Item No. 15. 2022- 511 CONSIDER ADOPTION OF A RESOLUTION DECLARING

JUNETEENTH AS AN ANNUAL CITY OF CARSON

RECOGNIZED HOLIDAY ( CITY COUNCIL)
Recommendation: WAIVE further reading and ADOPT Resolution No. 22- 120, " A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARSON, CALIFORNIA, DECLARING JUNETEENTH AS AN

ANNUAL CITY OF CARSON RECOGNIZED HOLIDAY
BEGINNING IN 2022."
Item No. 16. 2022- 501 CONSIDERATION OF MULTIPLE RESOLUTIONS AS PART

OF THE CITY MANAGER' S RECOMMENDED PHASE I

RESTRUCTURING OF CITY DEPARTMENTS AND

OPERATIONS ( CITY COUNCIL)
CITY OF CARSON Page 3
POST - COUNCIL WEDNESDAY, JUNE 8, 2022

CARSON CITY COUNCIL
Approved as Amended
JUNE 8, 2022
1sT: 2ND:

AYES: NOES: ABSTAIN: ABSENT:

CH JD 5 0 0 0
Recommendation: TAKE the following actions:

1. APPROVE the Grant Agreement with the LA84 Foundation in the amount of $ 5, 250. 00 to support the Learn to Swim Program Exhibit No. 1; " Grant Agreement").

2. WAIVE further reading and ADOPT Resolution No. 22- 115, " A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARSON, CALIFORNIA, AMENDING THE FISCAL YEAR
2021- 22 BUDGET TO ACCEPT THE LA84 FOUNDATION

GRANT THAT WILL SUPPORT THE LEARN TO SWIM
PROGRAM."

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

Item No. 22. 2022- 440 CONSIDER APPROVING A MEMORANDUM OF

UNDERSTANDING BETWEEN THE CALIFORNIA STATE

UNIVERSITY, DOMINGUEZ HILLS OCCUPATIONAL

THERAPY PROGRAM AND THE CITY OF CARSON
Recommendation: 1. APPROVE the Memorandum of Understanding between the California State University, Dominguez Hills Occupational Therapy Program and the City of Carson.

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

Item No. 23. 2022- 493 CONSIDER APPROVING A CONTRACT WITH LIFESTATION INC. FOR THE EMERGENCY ALERT RESPONSE SYSTEM
E. A. R. S.) PROGRAM

CARSON CITY COUNCIL
Approved as Recommended
JUNE 8, 2022
1sT: 2ND:

AYES: NOES: ABSTAIN: ABSENT:

JD
I
CH 5 0 0 0
Recommendation: TAKE the following actions:

1. APPROVE a three- year Contract Services Agreement at a total not -to -exceed contract sum of $33,480, with one ( 1) City option to extend for an additional one- year at an additional cost of $ 11, 160, with LifeStation Inc., to provide Emergency Alert Response System ( EARS) services for the City of Carson' s seniors ( Exhibit No. 2; the " Agreement").

CITY OF CARSON Page 7
POST - COUNCIL WEDNESDAY, JUNE 8, 2022

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

Item No. 24. 2022- 470 CONSIDER A LETTER OF SUPPORT REGARDING THE

CREATION OF THE SOUTH BAY REGIONAL HOUSING

TRUST WITH THE STATED PURPOSE OF FUNDING HOUSING

TO ASSIST THE HOMELESS POPULATION AND PERSONS

AND FAMILIES OF EXTREMELY LOW, VERY LOW, AND LOW

INCOME WITHIN THE SOUTH BAY ( CITY COUNCIL)
Recommendation: 1. AUTHORIZE the Mayor to send a letter in favor of the creation of the South Bay Regional Housing Trust.

Item No. 25. 2022- 461 UPDATE ON DOMINGUEZ CHANNEL RESTORATION ( CITY

COUNCIL)
Recommendation: RECEIVE AND FILE.

Item No. 26. 2022- 418 CONSIDER ADOPTION OF RESOLUTION NO. 22- 113 " A

RESOLUTION OF THE CITY OF CARSON, CALIFORNIA,

APPROVING THE SUSTAINABLE COMMUNITIES GRANTS
STATE - SB 1) RESTRICTED GRANT AGREEMENT

BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF

TRANSPORTATION ( CALTRANS) AND THE CITY OF

CARSON FOR THE CARSON ACTIVE TRANSPORTATION
PROGRAM AND CONNECTIVITY PLAN GRANT PROJECT"

CITY COUNCIL)
Recommendation: TAKE the following action:

1. WAIVE further reading and ADOPT Resolution No. 22- 113 "A

RESOLUTION OF THE CITY OF CARSON, CALIFORNIA,

APPROVING THE SUSTAINABLE COMMUNITIES GRANTS
STATE - SB 1) RESTRICTED GRANT AGREEMENT BETWEEN

THE STATE OF CALIFORNIA DEPARTMENT OF

TRANSPORTATION ( CALTRANS) AND THE CITY OF CARSON

FOR THE CARSON ACTIVE TRANSPORTATION PROGRAM
AND CONNECTIVITY PLAN GRANT PROJECT".

2. AUTHORIZE the Mayor to sign the Resolution after approval as to form by the City Attorney.

Item No. 27. 2022- 463 CONSIDER ADOPTING RESOLUTION NO. 22- 093 APPROVING THE PROJECT LIST FOR SB - 1 ( BEALL) " ROAD
REPAIR AND ACCOUNTABILITY ACT OF 2017" FOR FY
2022- 23 ( CITY COUNCIL)
Recommendation: 1. ADOPT Resolution No. 22- 093, " A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA,
ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2022- 23
FUNDED BY SB - 1: THE ROAD REPAIR AND ACCOUNTABILITY
ACT OF 2017"
CITY OF CARSON Page 8

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01007.0001 2000563.3
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 1”) is made and entered into this _____ day of _____, 2025 by and between the CITY OF CARSON, a California municipal corporation (“City”) and LIFESTATION, INC., a New York corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services (“Agreement”) commencing July 1, 2022, whereby Consultant agreed to provide certain personal emergency response s ervices pursuant to Consultant’s individual LifeStation Care Plan Agreements with subscribers designated by the City, for an initial three-year Term with a total not to exceed Contract Sum of Thirty-Three Thousand Four Hundred Eighty Dollars ($33,480).

B. The Agreement, in Section 3.4, includes an option for City to exercise a one -year extension of the Agreement Term by a written amendment signed by Consultant and City Manager.

Section 2.1 of the Agreement provides that in the event the City exercises said option, the compensation to Consultant for services rendered during the one -year extension period shall be $11,160.

C. Per Carson Municipal Code (“CMC”) Section 2611(m)(2)), for City Council - approved contracts (including the Agreement) , the City Council m ust approve any amendments that exceed the Contract Officer’s authority granted in the contract, and all such amendments are to be executed by the Mayor. This Amendment exceeds the Contract Officer's authority granted in the Agreement and accordingly, City Council approval and execution by the Mayor is required for this Amendment pursuant to CMC Section 2611(m)(2), notwithstanding the conflicting language providing for City Manager execution in Section 3.4 of the Agreement. City and Consultant hereby acknowledge and agree to the validity of the execution of this Amen dment No. 1 by the Mayor, rather than the City Manager.

D. City and Consultant now desire to amend the Agreement to incorporate and formalize the City’s election to exercise its option to extend the Agreement Term by one year, through June 30, 2026, and to increase the Contract Sum by $11,160, from $33,480 to $44,640, to authorize funding for the services to be rendered during the one-year extension period.

TERMS

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

2. 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:

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01007.0001 2000563.3
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference.

The total compensation for the initial four-year three-year Term, including reimbursement for actual expenses, shall not exceed Forty-Four Thousand Six Hundred Forty Dollars ($44,640) Thirty-Three Thousand Four Hundred Eighty Dollars ($33,480) (the “Contract Sum”), unless additional compensation is approved pu rsuant to Section 1.8. If the Term of this Agreement is extended pursuant to Section 3.4, then, for services rendered during the Term extension period and in accordance with the prices set forth in this Agreement, the City shall pay the Consultant an amount not to exceed Eleven Thousand One Hundred Sixty Dollars ($11,160).”
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 from July 1, 2022 to June 30, 2025 2026 (“Term”). The City shall have the option, by a written amendment signed by the Consultant and City Manager, to extend the Term by an additional 12 months, so that the extended Term expires on June 30, 2026, unless earlier terminated in accordance with Article 7 of t his Agreement. Consultant’s pricing during the Term extension period shall remain as stated in Exhibit “C” (Schedule of Compensation) of this Agreement for the initial Term.”
C. Section I of Exhibit “C” (Schedule of Compensation) is hereby amended as follows:
“I. Consultant shall perform the following tasks at the following rates:

RATE # OF UNITS SUB-BUDGET
$15.50 per unit 60* $930.00/month
and per month

TOTAL: $44,640 $33,480 for the Term of 48 36 months (July 1, 2022 to June 30, 2026 2025)

If City exercises its option to extent the Term pursuant to Section 3.4 of this Agreement, compensation for services rendered during the Term extension period (July 1, 2025 to June 30, 2026) shall be consistent with the rate set forth above, and shall not exceed $11,160 for the Term extension period ($15.50 x 60 units x 12 months).

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01007.0001 2000563.3
**60 units is the maximum number units the City will use at one time, but the City can use fewer than 60 units, if it so chooses.”

D. Section III of Exhibit “C” (Schedule of Compensation) is hereby amended as follows:
“III. The total compensation for the Services shall not exceed $44,640 $33,480 as provided in Section 2.1 of this Agreement.”

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

4. 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. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement oth er than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

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

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

5. 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. 1.

6. Authority. The persons executing this Amendment No. 1 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. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

7. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 1.

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01007.0001 2000563.3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 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:

LIFESTATION, INC., a New York corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 2 Stahuber Avenue
Union, NJ 07083

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

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

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

01007.0001 2000563.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001 2000563.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 22. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING A CONTRACT SERVICES AGREEMENT WITH MARIBEL CERVANTES,OT/L, TO PROVIDE OCCUPATIONAL THERAPY SERVICES FOR MEMBERS OF THE JOSEPH B. JR. ANDMARY ANNE O’NEAL STROKE CENTER (CITY COUNCIL) I. SUMMARY
Since 2015, the City of Carson has maintained a Memorandum of Understanding (MOU) with California State University, Dominguez Hills (CSUDH) related to partnering to provide Occupational Therapy for participants of the Joseph B. Jr. and Mary Ann O'Neal Stroke Center. Also related to this purpose, in 2021, the City entered into an Affiliation Agreement with CSUDH on behalf of its Occupational Therapy program. In 2024, the term of the Affiliation Agreement was extended for an additional five years, to June 30, 2029 (Exhibit No. 2). The partnership allows qualified students from the CSUDH Occupational Therapy program to gain hands-on experience in the Stroke Center (an existing CSUDH-approved field work site) under the coordination of Dr. Jennifer L. Taosuvanna, OTD, OTR/L, the CSUDH OTD Program Coordinator and, with the proposed contract, the supervision and guidance of Occupational Therapist Maribel Cervantes, OT/L.  In order to ensure that the program continues uninterrupted, the City Council is asked to approve a one-year Contract Services Agreement with Maribel Cervantes, OT/L (Exhibit No. 1) at a not-to-exceed cost of $48,000, to provide Occupational Therapy services at the Stroke Center.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Contract Services Agreement with Maribel Cervantes, OT/L, for the provision of Occupational Therapy services for members of the Joseph B. Jr. and Mary Anne O’Neal Stroke Center for a not-to-exceed Contract Sum of $48,000 over a one-year term (Exhibit No. 1; "Agreement"); and

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

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

IV. BACKGROUND
In June of 2015, the City of Carson entered into an MOU with the Occupational Therapy Department at CSUDH toestablish a partnership related to provision of Occupational Therapy to participants of the Stroke Center. Sincethen, with the exception of the temporary closure from March 2020 through September 2021 due to Covid-19restrictions, Stroke Center members have been provided with much-needed rehabilitative care and treatment.  Thestroke survivors, most of whom have timed out of their insurance covered treatments, are extremely grateful for thetherapeutic services the Stroke Center provides.

Effective with this proposed new contract, Maribel Cervantes, OT/L will be the Occupational Therapy serviceprovider for the program. Ms. Cervantes’ education and experience as an Occupational Therapist speak to herexemplary qualifications for this position: She received her master’s degree in occupational therapy at CaliforniaState University, Dominguez Hills, and has over ten (10) years of experience in providing Occupational Therapy forDignity Health.  She will be working hand-in-hand with Dr. Taosuvanna at CSUDH to implement new and excitingtherapies and treatments for the survivors, including one-on-one services, fieldwork interns, and group therapies ofvarious modalities.

V. FISCAL IMPACT
Should the City Council approve Staff's recommendation, funds in the amount of $48,000 for the proposed one-year contract have been included in the proposed FY 2025-26 budget in account number 101-90-980-249-6004.

VI. EXHIBITS

1. Proposed Contract Services Agreement with Maribel Cervantes, OT/L

2. Existing Amendment No. 1 to the current Affiliation Agreement between the City of Carson and the California State University, Dominguez Hills (CSUDH) on behalf of its Occupational Therapy Department

Attachments
Exhibit 1 - Stroke Center Cervantes OT Contract.pdf
Exhibit 2 - Amendment No. 1 to CSUDH OT Affiliation Agreement EXECUTED.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

MARIBEL CERVANTES, OT/L

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

MARIBEL CERVANTES, OT/L
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025 by and between the CITY OF CARSON, a California municipal corporation (“City”) and MARIBEL CERVANTES , OT/L , an individual (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. Consultant has been chosen by California State University Dominguez Hills (“CSUDH”) and City has agreed to have Consultant supervise CSUDH’s Occupational Therapy (“OT”) students as Fieldwork Coordinator pursuant to the affiliation agreement entered into between the City and CSUDH effective July 1, 2021, and provide onsite treatment to City’s Stroke Center’s members.

B. Consultant’s education, skills, and experience as an Occupational Therapist make her uniquely qualified to run the OT program for CSUDH’s OT students and provide onsite treatment at the Center.

C. Accordingly, City has authority to enter into and execute this Agreement as a sole source contract under Article II, Chapter 6, Section 2611 (e) of the City of Carson’s Municipal Code.

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services

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described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such

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damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Forty-Eight Thousand Dollars ($48,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Maribel Cervantes, OT/L
(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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

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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO CGL 00 01 or equivalent).

A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injur ies or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent ). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

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(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insu rance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

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

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

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

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

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or cl aimed by any person, firm or entity arising out of or in

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connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk m anager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant

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agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without

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

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal

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

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

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

7.8 Termination for Default of Consultant.

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

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7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

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8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

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9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this 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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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

David C. Roberts, Jr., City Manager
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

MARIBEL CERVANTES, OT/L
By:

Name: Maribel Cervantes
Address: 5645 California Ave.

Long Beach, California 90805

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.

A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A. Provide one-on-one assessments, interventions, and treatment plans in the field of occupational therapy (“OT”) to members of the City of Carson’s Joseph B. Jr. and Mary Anne O’Neal Stroke Center (“Stroke Center”).

1. As part of these services, Consultant will provide individual 50-minute OT sessions to stroke survivors and supervise multiple part-time OT students at the Stroke Center on days, dates, and times mutually agreed upon by Consultant and the Contract Officer.

B. Refer qualified students from the CSUDH OT program to the Stroke Center who have adequate academic preparation for clinical practice.

C. Consultant will at all times supervise the activities of the CSUDH OT program students working at the Stroke Center and be responsible for all treatment plans.

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

A. Provide annual updates to City staff, City management, and/or City elected officials, as directed by the Contract Officer, regarding the OT program in the Stroke Center.

B. Request meetings with Stroke Center staff members to provide updates and discuss concerns as needed.

C. Discuss Stroke Center members’ urgent health concerns with Stroke Center staff members immediately.

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

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

A. Maribel Cervantes, Occupational Therapist

B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
[None]

C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services at the rate of $75 per hour.

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

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

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

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

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

III. The total compensation for the Services shall not exceed $ 48,000.00 as provided in Section 2.1 of this Agreement.

D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with a schedule to be mutually agreed upon by Consultant and the Contract Officer, subject to compliance with the provisions of Exhibit “A”.

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

AMENDMENT NO. 1

TO AFFILIATION AGREEMENT
THIS AMENDMENT NO. 1 TO THE AFFILIATION AGREEMENT
(“Amendment”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and CALIFORNIA STATE UNIVERSITY DOMINGUEZ HILLS, on behalf of the Occupational Therapy Program (OT) (““CSUDH”) is effective as of the 30th day of June, 2024.

RECITALS
A. City and CSUDH entered into that certain Agreement effective July 1, 2021 (“Affiliation Agreement”), related to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities.

B. The Agreement provides that its term will expire on June 30, 2024, unless earlier terminated by either party pursuant to applicable provisions of the Agreement. The Agreement also provides that it may at any time be altered, changed or amended in writing by mutual agreement of the parties.

C. City and CSUDH now desire to amend the Agreement to extend the term by five (5) years, thereby extending the stated term expiration date from June 30, 2024 to June 30, 2029, subject to the parties’ rights to terminate the Agreement earlier pursuant to applicable provisions of the Agreement.

TERMS
L. Contract Changes. The Agreement is amended as provided herein.

A. The second introductory paragraph of the Agreement is amended as follows:
“The Agreement shall be effective July 1, 2021 to June 30, 2029 unless terminated by either party, after giving the other party sixty (60) days advance written notice and subject to Section III.C.”

2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and CSUDH each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. 01007.0001/977968.1
CSUDH represents and warrants to City that, as of the date of this Amendment, 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 CSUDH that, as of the date of this Amendment, CSUDH 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.

5. Authority. The persons executing this Amendment 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 on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE]
01007.0001/977968. 1
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date and year first-above written.

CITY:

CITY OFCARSON, a municipal corporation
Darn) Whos
_Jlla Davis-Holmes, Mayor
ATT ST:
4 Dr. Khaleah K. Bradshaw, Ci ty Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
ae ; fem
anes a “s a ao CF
Sunny K. Soltani, City Attorney
[brj]
CSUDH:

CALIFORNIA STATE UNIVERSITY,

DOMINGUEZ HILLS
Name: Diana Malauulu
Title: Contract Specialist
By:
01007.0001/977969. i
—
ACCORD CERTIFICATE OF LIABILITY INSURANCE all 6/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER GONTACT Van Rin
Boo hee eraece Services, inc. GONE, een, 415-403-1400 (AS, Noy. 415-874-4810 San Francisco CA 94105 ABDNESs: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A: Lloyds of London 15792
‘The California State University (CSU) INSURER:
401 Golden Shore, 5th Floor INSURER € :

Long Beach, CA 90802 INSURER D:

CSU Dominguez Hills INSURER E:

INSURER F :

COVERAGES CERTIFICATE NUMBER: 1263495739 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADOL/SUBR| ' POLICY EFF | POLICY EXP LTR TYPE OF INSURANCE INSD | WD POLICY NUMBER _(MMIDDIYYYY} | (MM/DDIYYYY) LIMITS A | X | COMMERCIAL GENERAL LIABILITY B1820WLS24A036 » 7111/2024 7141/2025 | EACH OCCURRENCE $ 2,000,000 Xx DAMAGE TO RENTED CLAIMS-MADE OCCUR : PREMISES (Ea eccurrence) _| $ 25,000 : MED EXP (Any one person) $ 25,000
PERSONAL & ADVINJURY | $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: : GENERAL AGGREGATE $4,000,000 X | pouicy [| TRO: LOC PRODUCTS - COMP/OP AGG | § 4,000,000 _OTHER: Sexual Abuse/Molest. $ $2,000,000
COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea accident) $ _ ANY AUTO INJURY (Per person) | $
OWNED SCHEDULED i » AUTOS ONLY AUTOS BODILY INJURY (Per accident)! $ > HIRED NON-OWNED PROPERTY DAMAGE $
{___. AUTOS ONLY AUTOS ONLY | (Per accident)
$
| UMBRELLA LIAB occur EACH OCCURRENCE $
: EXCESS LIAB CLAIMS-MADE AGGREGATE $
_DED | | RETENTION $ 3 WORKERS COMPENSATION PER OTH-
AND EMPLOYERS’ LIABILITY YIN starure |__| ER
ANYPROPRIETOR/PARTNERYEXECUTIVE E.L. EACH ACCIDENT $
OFFICER/MEMBEREXCLUDED? [| NIA
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE] $
If yes, describe under :

DESCRIPTION OF OPERATIONS below : E.L. DISEASE - POLICY LIMIT | $ A | Student Professional B1820WLS24A036 | 71112024 7/1/2025 | $2,000.000 Each Claim Liability Insurance i $4,000,000 Policy Aggregate
Program (SPLIP)
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIS CERTIFICATE IS PROVIDED FOR EVIDENCE ONLY. General Liability and Professional Liability coverage is provided on a claims-made basis including a 3 year extended reporting period. Coverage extends to students enrolled in covered academic courses.

Coverage extends to any affiliate institution to whom the Named Insured is obligated by written agreement to add as Additional Insured.

Coverage applies only when there exists a written agreement between the University and the affiliate institution, which is executed prior to an incident giving rise to a claim for a covered loss.

Re: Amendment No. 1 to Affiliation Agreement to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities.

Term of Agreement: July 1, 2024 - June 30, 2029.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Carson
701 E. Carson St Carson CA 90745 AUTHORIZED REPRESENTATIVE Preis Haste
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF COVERAGE ore 712024

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR

NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Alliant Insurance Services Inc. MEMORANDUM(S) OF COVERAGE BELOW. 560 Mission Street, 6th Floor THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE San Francisco CA 94105 ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE

DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S).

IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE CSU, Dominguez Hills MEMORANDUM(S) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON + CERTIFIC. DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH 1000 East Victoria Street THE CERTIFICATE °

NAMED COVERED PARTY
ENDORSEMENT(S).

Carson CA 90747 PROGRAM AFFORDING COVERAGE
A: CSURMA
B:

Cc:

COVERAGES
THIS 1S TO CERTIFY THAT THE COVERAGE 1S AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE PERIOD SHOWN BELOW, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY SE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM(S) OF COVERAGE. THE FOLLOWING COVERAGE IS IN EFFECT. ira TYPE OF COVERAGE MEMORANDUM NUMBER SONATE (MIDDAY) oO OATE MMIDDYY) LIMITS A GENERAL LIABILITY CSURMA-LIAB-2425 7112024 7112025 EACH OCCURRENCE $ 2,000,000 ) COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 2,000,000 |cLams MADE OCCUR MED EXPENSE {Any one person) ] 3 Excluded X | contractual Liab PERSONAL & ADV INJURY $ 2,000,000
X | sir $250,000 GENERAL AGGREGATE $ 4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 wenger [~ |prosect [7 |t0c Sexual Abuse $2,000,000
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO {Ea accident) 5

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS
A WORKERS' COMPENSATION AND CSURMA-WC-2425 7/112024 7112025 |x| We UTORY | | OTHER

EMPLOYERS LIABILITY LIMITS
ANY PROPRIETORIPARTNERY EL ERO AGOIDENT 3 7600.000
Ie YES, DESCRIBED UNDER SPECIAL E.L. DISEASE - EA EMPLOYEE | $ 1,000,000 PROVISION BELOW E.L. DISEASE - POLICY LiMiT |S 4,000,000 OTHER
OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIALIPROVISIONS Note: Workers' Compensation Coverage is provided as evidence only.

Evidence of coverage as respects the Amendment No. 1 to Affiliation Agreement to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities. Term of Agreement: July 1, 2027 - June 30, 2029.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE

BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE City of Carson DELIVERED IN ACCORDANCE WITH THE MEMORANDUM(S) OF COVERAGE 701 E. Carson St PROVISIONS.

Carson CA 90745

AUTHORIZED REPRESENTATIVE
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 23. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Operations Subject: CONSIDER APPROVING AMENDMENT NO. 1 TO THE PUBLIC WORKS AGREMENT WITH ED'SFENCING, INC., TO AUTHORIZE ADDITIONAL FENCING WORK FOR THE PICKLEBALL COURT AT DOLPHINPARK (CITY COUNCIL).

I. SUMMARY
On March 18, 2025, the City awarded a one-year Public Works Agreement (Contract No. 25-068) with Ed’s Fencing, Inc., to remove and replace the old tennis court fencing at Dolphin Park in the amount of $59,970.00 (Exhibit No. 1).  Staff is now requesting that the City Council approve Amendment No. 1 to the agreement for the installation of fencing around the new Dolphin Park outdoor pickleball court for a total not-to-exceed cost of $11,360.00.  This action will increase the total not-to-exceed Contract Sum to $71,330.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 1 to the Public Works Agreement with Ed’s Fencing, Inc., to authorize the installation of fencing around the new outdoor pickleball court at Dolphin Park for a total not-to- exceed cost of $11,360.00, which will increase the total not-to-exceed Contract Sum to $71,330.00. (Exhibit No. 2; "Amendment").

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

III. ALTERNATIVES

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

IV. BACKGROUND
As part of the City’s ongoing commitment to providing high-quality recreational amenities to residents and promoting healthy lifestyles, the Community Services Department has pursued the strategic goal of installing at least one pickleball court in each District.  An existing concrete pad located outside of the tennis court at Dolphin Park has been identified as the most viable location for a new pickleball court. The amenity will be designated for leisure and recreational use rather than competitive play, making it an inclusive and flexible addition for community members of all ages and abilities.

To support the function and long-term usability of this recreational element, staff recommends amending the current contract with Ed’s Fencing, Inc. to include the installation of a new 4-foot chain-link fence surrounding the court. The fence is necessary to reduce interference from nearby recreational activities — particularly basketball play and other potential obstructions — that may impact pickleball users.

The proposed additional scope of work includes, but is not limited to, the following:

Coring into the existing concrete pad to install fence posts Fabricating and installing four (4) access gates
Installing 4-foot-high chain-link fencing around the perimeter of the pickleball court The project has been designed with minimal impact to existing park circulation. The current walking path from the adjacent neighborhood to Dolphin Park will remain accessible to pedestrians, ensuring continued ease of access for all residents (Exhibit 3).

V. FISCAL IMPACT
Funds for this item were appropriated in Account No. 101-90-970-107-6004 for Fiscal Year 2024-2025.

VI. EXHIBITS

1. Contract 25-068

2. (Proposed) Amendment

3. Draft Concept Layout

Attachments
C-25-068 - EDS FENCING INC. 2025 MARCH 26 (1).pdf
EDS FENCING - AMENDMENT 1.pdf
Dolphin Park_Concept Plan_5.14.25 (002).pdf

PUBLIC WORKS AGREEMENT

BETWEEN THE CITY OF CARSON AND
ED9S FENCING, INC.
- THIS PUBLIC WORKS AGREEMENT (8Agreement9) is made and entered into this De day of Wracch , 2025, by and between the City of Carson, a California charter city (<City=) and ED9S FENCING, INC., a California corporation (<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 Bid Documents for the project entitled Dolphin Park Tennis Court Fencing (<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 the scope of work and price set forth in Contractor9s Bid as shown in Exhibit A, 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.
01007.0006/1049380.6 1

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 seq.), 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. (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 -2-
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.
(hh) 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. Califommia 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:
<J am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers9 compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.= 4
(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.

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.

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 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, 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 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.
-4.
(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 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.

1.11 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, 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 City Manager or designee, 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 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 approyed by the City9s City Manager or designee. 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 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) 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 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.

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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 Contractor9s 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 Contractor9s expenses, of an amount not to exceed Fifty-Nine Thousand Nine Hundred Seventy Dollars ($59,970.00) (<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.
22 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.

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.
(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.
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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Contractor shall complete the Project within fifteen (15) business 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 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. -10-
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:

Ryan Cripps Project Manager
(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 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 City Manager. 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 City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
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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.

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 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) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form ISO CA 00 01, including <any auto= -12-
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) 4 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. (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.
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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. 3
(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 8 -14-
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.
@ 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. ()) 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. (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, =] 5«
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.

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. °
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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: i (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 fummishing 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 ofa 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.

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. 8
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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 conceming 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.

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 -18-
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 Attomey, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerming 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 cgoperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by 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
71 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 conceming 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.
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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.

7.4 Dispute Resolution Process.

Section 20104 et seg. 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 et seq. 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:
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(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 ofa 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. (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 -21-
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 the9dispute. (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. (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 -22-
Government Code Section 900 et seq. 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.