Agenda packet — Carson City Council, June 17, 2025 (part 5 of 6)

A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted. For purposes of Government Code Section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims. (h) 4 Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the procedures in this Section.

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

If the parties fail to select a mediator within the 15-day period, either party may petition the court to appoint the mediator.
(ii) | If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. °
(iii) | Upon stipulation of the parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division. (iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo.
-23-
75 Waiver.

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

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

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

7.6 Rights and Remedies Are Cumulative.

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

7.7 Unfair Business Practices Claims.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor9s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Project Manager. Contractor agrees to at all times avoid -24-
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

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

9.2 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Project Manager (with her/his name and City title), City of Carson, 701 E Carson Street, Carson, California 90745 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address -25-
by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.

9.3 Interpretation.

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

9.4 Counterparts.

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

9.5 Integration; Amendment.

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

9.6 Severability.

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

9.7 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly of indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of <financial interest= shall be consistent with State law and shall not include interests found to be <remote= or <noninterests= pursuant to Government Code Sections 1091 or 1091.5. Contractor ~26-
warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

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

Contractor9s Authorized Initials aC

9.8 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (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 WHEREOPF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY: CONTRACTOR:

CITY OF CARSON, a California charter ED9S FENCING. INC. a California city corporation
David C. Roberts, Jr., City Manager By: Leg . =e 8 Name: @YAN Carnes Title: Pressey
*By: tin frntn ATTEST:
ve Nome: Steven <Jenes
clitle: CEO
7 | Adds 1521 E. Pacific Coast Hwy
Zz r Wilmington, CA 90744
APPROVED AS TO FORM:

ALESHIRE & r= LLP
giten gies AN EFo bot ha
Sunny K. Soltani, Con Attorney
[br};pks]
*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 CONTRACTOR9S BUSINESS ENTITY. -28-

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 E@S-ANGEEES Orange
. eri ofwey vloke Ss
is / § , 2025 before me, Nina. hes ha ; netonally appeared Ryan ChrielsPlnen pt Nai to me on the basis Af satisfactory evidence to be the person(s) whose names(s)({syare subscribed to the within instrument and acknowledged to me that Gieyshe/they executed the same in his/her/their authorized capacity(ies), and that by er/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.

TINTS TAN}
WITNESS my hand _and official seal. COMM. #2490300 -
a d _ Notary Public - California
Signature(~ Za
Cc
Orange County
Comm. Expires May 16, 202!

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)
PARTNER(S) ([] LIMITED
im GENERAL NUMBER OF PAGES

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER. DATE OE DOCUMENT OOOO

O
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE

EXHIBIT A
CONTRACTOR9S BID
Contractor9s bid is as follows, which includes application of prevailing wage rates:

Califcrnta Licanse No. 422002
salsa, ED9S FENCING Inc.
il th Wagon CAs 0789 Z
Phone: (310) 518-3200
1s
Wrought Fax: (310) 518-2045 Chain Tron Link
February 5, 2025
JOB. Dolphin Park
City of Carson
(310) 502-3241
Modes
Thank you for cheosing Ed's Fencing. The following agreement spells oul the terms and conditions of this proposed project.

Ed's Fencing proposes to fumish all materials and perform all labor necessary to complete the following job.

1. Tennis Court:
® Take down and haul away all marerials except for the vertical fence pasts Paunt all vertical fence posts silver
Install all new [2° high chain link mesh, top rail, middle rail, bottom rail and all fittings/hardware Install all new 6° high chain link mesh
4- new posts io be installed on the court dividing fence to properly ne off around the light poles Install 2- new 7° high x 4° wide swing gate with a fork lateh for locking Tustall 1- new 12° high x 10° wide double swing gate with drop ted in the center =$59,970.00
Matenals to be used: all heavy duty/commercial grade: | 5/8" sch40 top rail, middle rail, bottom rail, gate Sames. 9 gauge cham hak with 27 mesh
** Job was bid using prevailing wages"**
**Price does uot include mew windscreen®*
All matenal, tax and labor included
ESTIMATE VALID FOR 30 DAYS
All of the above work is to be compieted in a substantial and workmanlike manner according to current standards and practices for the sum of: $59,970.09
be . c fi
oP on HERP RRIAAM tue bere re ns rer eA et wea toe one ost ne eae All language/text contained in Contractor9s bid that is not expressly set forth above is hereby expressly excluded from this Agreement.

The work will be performed in the City9s Dolphin Park at the Tennis Courts.

EXHIBIT B

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

I. The first paragraph of Section 2.2 (Invoices) is amended as follows:
<Upon completion of the project, Eack-+menth Contractor shall furnish to City an original invoice for all work performed duringthe-precedinge-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.= Il. Subsection (a) (General Liability Insurance) of Section 5.1 (Insurance Coverages) is amended as follows:
<(a) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form ISO CGL CG 00 01 or equivalent, in an amount not less than $1,000,000 $5,090,000 per occurrence, $2,000,000 $40,000,000 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.=
III. Subsection (b) (Automobile Liability Insurance) of Section 5.1 (Insurance Coverages) is amended as follows:
<(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form ISO CA 00 01, including <any auto= and endorsement CA 0025 or equivalent, covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 $2,000,000 combined single limit for each accident.= IV. Subsection (d) (Builder9s Risk Insurance) of Section 5.1 (Insurance Coverages) is hereby deleted.

V. Subsection (e) (Pollution Liability Insurance) of Section 5.1 (Insurance Coverages) is hereby deleted.
7901246418

EXHIBIT C

PERFORMANCE BOND
9 P 8As ; 8 4 Nationwide Mutual
We, Ed9s Fencing, Inc., a California corporation, as Principal, and Insurance Companyas Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (<City=) for payment of the penal sum of Fifty-Nine Thousand Nine Hundred Seventy Dollars and Zero Cents ($59,970.00). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement, Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform.

Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

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

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

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

Principal and Surety agree that if the City is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay City's reasonable attorneys9 fees incurred, with or without suit, in addition to the above sum, Executed this _ March day of _ 3 , 2025 ,
Seal of Corporation Ed's Fencing, Inc.
py, Teg 4
Authorized Representative of Principal
Title: t EES DENT
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one) Surety's agent for service
of process in California: (x) Nationwide Mutual Insurance Company [name of surety company]
KKnox General Ins. Brokers 1100 Locust St., Dept. 2006
Naime Street Number
226 S. Glassell St. Des Moines, IA 50391-2006
Street Number City and State
Orange, CA 92866-1918 866-387-0457
City and State Telephone Number
714-744-3300
Telephone Number
By? 7S)
attorney ir Fatt or ofher
Representative Richard Knox
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.

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

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 ORANGE )
On MARCH 19, 2025 | before me, DIANA L MULL, NOTARY PUBLIC (insert name and title of the officer)
personally appeared RYAN CRIPPS
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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. | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

DIANA L. MULL WITNESS my hand and official seal. Comm. # 2512137 ORANGE County
SH ¥ Tee
Ane op die A
eo E _ - Sad / California - Notary Public
y jf FOR= Comm. Expires FEB. 13, 2029
Signatu Al wi (Seal)
WMithod fh * fae marce. BrrA_

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

State of California
County of Orange )
On March 4th 2025 before me, Michelle Knox, Notary Public (insert name and title of the officer)
personally appeared _ Richard Knox ;
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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. | 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. "Se MICHELLE KNOX= ong (red) COMM, #2370809 © y i} Notary Publle - Califomia 2 Orange County
. \ " SELTIRESS t9%
Signature (Seal)
Bond Number: 7901246418
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS THAT:

Nationwide Mutual Insurance Company, an Ohio corporation hereinafter referred to sovorally as the <Company= and collectively as <the Companies" does hereby make, constitule and appoint:

RICHARD KNOX
each in their individual capacity, its rue and lawful attorney-in-fact, with full power and authority lo sign, seal, and execule an ils behalf any and all bonds and underlakings, and other obligatory instruments of similar nature, in penalties not exceeding the sum of Sixty Thousand and no/100 -- Dollars ($60,000.00)
and lo bind the Company thereby, as fully and to the same extent as If such instruments were signed by the duly authorized officers of the Company; and all acls of said Allorney pursuant lo the aulhorlly given are hereby ratified and confirmed.

This power of allorney is made and executed pursuant to and by authorily of the following resolution duly adopted by the board of directors of the Company:
<RESOLVED, that the president, or any vice president be, and each hereby Is, authorized and empowered to appoint altorneys-in-facl of the Company, and to authorize (hem lo execule and deliver on behalf of the Company any and all bonds, forms, applications, memorandums, undertakings, recognizances, lransfers, contracts of indemnily, policies, contracts guaranteeing Ihe fidelily of persons holding positions of public or privale trusl, and other writings obligatory In nature that the business af the Company may require; and to modify or revoke, wilh or without cause, any such appointment or authority; provided, however, that the authority granted hereby shall in no way limit the authorily of other duly authorized agents to sign and counlersign any of said documents on behalf of (he Company."
<RESOLVED FURTHER, that such allorneys-in-fact shall have full power and authorily to execute and deliver any and all such documents and to bind the Company subject to the terms and timitatlons of the power of altorney issued to them, and to affix the seal of ihe Company thereto; provided, however, that sald seal shall not be necessary for the validity of any such documents." This power of allorney is signed and sealed under and by the following bylaws duly adopted by the board of directors of the Company.

Execulion of Instruments. Any vice president, any assistant secretary or any assistant Ireasurer shall have the power and authorily to sign or altest all approved documents, instruments, contracts, or other papers in connection with the operation of the business of the company In addilion to the chairman of the board, the chief execulive officer, president, treasurer or secrelary; provided, however, the signature of any of them may be printed, engraved, or slamped on any approved document, contract, instrument, or olher papers of the Company.

IM WITNESS WHEREOF, the Company has caused this instrument to be sealed and duly attested by the signature of ils officer the 1st day of April, 2024, 4 ~
Antonlo C. Albanese, Vice President of Natlonwide Mutual Insurance Company

ACKNOWLEDGMENT
STATE OF NEW YORK COUNTY OF KINGS: ss
On this 1st day of April, 2024, before me came the above-named officer for the Company aforesaid, to me personally known to be the offlcer described In and who executed the preceding instrument, and he acknowledged the execution of (he same, and being by me duly sworn, deposes and says, that he is the officer of he Company aforesaid, that the seal affixed hereto is the corporale seal of said Company, and the sald corporate seal and his signature were duly affixed and subscribed to said Instrument by the aulhorily and direction of said Company.

Sharon Laburda
Notary Public, Stato of Naw York
No, Q1LA6427697
Qualified In Kings County
Commission Expiras January 3, 2026

CERTIFICATE
|, Lezlle F. Chintienti, Assistant Secretary of the Company, do hereby certify thal the foregoing is a full, true and correct copy of the original power of allorney issued by the Company; that the resolution Included therein is a true and correct transcript from the minutes of the meetings of the boards of direclors and the same has not been revoked or amended in any manner; that sald Antonio C. Albanese was on the date of the execution of the foregoing power of altarney the duly elected officer of the Company, and the corporate seal and his signature as officer were duly affixed and subscribed to the sald instrument by the authorily of said board of direclars; and the foregoing power of altorney is still In full force and effect.

Notary Publ
My Commission Expires
January 3, 2026
IN WITNESS WHEREOF, | have hereunto subscribed my name as Assistant Secretary, and affixed the corporate seal of said Company this 3 day of March 2025 , I a
lager
Assistant Secrelary
BDJ 1(04-24)00
7901246418

EXHIBIT D

PAYMENT BOND
Nationwide Mutual
We, Ed9s Fencing, Inc., a California corporation, as Principal, and Insurance Company as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (<City=) and those for whose benefit this bond insures in the sum of Fifty-Nine Thousand Nine Hundred Seventy Dollars and Zero Cents ($59,970.00).

City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to pay any of the persons named in Section 9000 et seg. of the California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts duc under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the same in an amount not exceeding the sum specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attomeys' fees as shall be fixed by the court,
Surety agrees that it shall pay the amounts due the persons above named and diligently perform the agrecment upon Principal's default after notice and within the time specified in the agreement.

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

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

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

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

Principal and Surety agree that should City become a party to any action on this bond, that each will also pay City's reasonable attorneys! fees incurred therein in addition to the above sums, Executed this 3rd day of March 4_4,_ 2025
Seal of Corporation Ed's Fencing, Inc.

Authorize@9Representative of Principal
Title: 72 Byoeue
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one) Surety's agent for service
of process in California: (x) Nationwide Mutual Insurance Company [name of surety]
Knox General ins. Brokers 1100 Locust St., Dept. 2006
Name Street Number
226 S. Glassell St. Des Moines, IA 50391-2006
Street Number City and State
Orange, CA 92866-1918 866-387-0457
City and State Telephone Number
714-744-3300
Telephone Number
Attorney in Fact or ofher
Representative Richard Knox
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company, Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury Department), and otherwise meet the requirements of the agreement.

State of California
County of ORANGE )
On MARCH 19, 2025 before me, DIANA L MULL, NOTARY PUBLIC (insert name and title of the officer)
personally appeared RYAN CRIPPS
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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. | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

DIANA L. MULL
Comm. # 2512137
ORANGE County
California - Notary Public
3 (Skeet
nal Ly j/ ETE, Comm, Expires FEB. 13,2029 §
Signatur6< i 4 bY M (Seal)
- LZ
WITNESS my hand and official seal.

LMithod Jo Fearne Bria.

SAL

MICHELLE KNOX
3 COMM. #2370809
Max} ©Notary Public - California
Orange County
s)= My Comm. Expires Aug. 15, 202
WITNESS my hand and official seal.

Signature Muchule nox (Seal)
;
a
;
Company Logo
BILL TO:

City of Carson
Attention: Accounts Payable and Project Manager Name
701 E Carson St.

Carson, CA 90745
Phone: (310) 830-7600

EXHIBIT E

INVOICE FORM
ATE: as)
INVOICE # 4

BILLING PERIOD START

BILLING PERIOD END

PROJECT
or TASK: Name
Project or Task No: PVVi#iif
P.O. No: #étifitetiti#
Work UNIT COST
Bid Item No.} Description of Work or QUANTITY or | Completed or OR or TASK NO TASK TASK VALUE HOURS CURRENT ANCUNT BILEABLE:

BILLED AMOUNT
1 Task 1
$ 4
$ z
$ «
$ -
$ Py
$ «
$ -
$ s
$ -
$ -
$ -
$ -
$ -
$ z
$ =
$ -
$ a
$ =
TOTAL - AMT DUE THIS PERIOD | $ :

Payable to:

Company Name
Address
City
FEIN

ORIGINAL CONTRACT AMOUNT
AMOUNTDUETHISBILLINGPERIOD|$ =i

PREVIOUS BILLING/ CHARGES
CHANGE ORDER) (+/-) AMENDMENT,
REMAINING CONTRACT BALANCE [$ 44-_| sans

43'-7"
12"7'-0"15'-0"10'-0"
10'-0"20'-0"
5'-0"
4'-0"
3'-0"10'-0"8'-0"8'-0"10'-0"
4'-0"
7'-0 1/2"
4'-0 1/2"
30'-0"
59'-7"
41'-0 1/2"
4'-0"4'-0"
4'-0"
8'-0"4 11
1 3B
3A
3A
5 7
9 9 911

7
8 8
8 8
12 7 9
Dolphin ParkMAY 13, 2025 Concept Plan
LEGEND

EXISTINGTENNIS COURTS

EXISTINGBASKETBALLCOURT

EXISTING FIELD

EXISTINGPARKING LOT
SCALE: 18" = 1'-0"32'16'8'0'
12" WIDE WHITE PLEXICOLOR LINE STRIPES2 PLEXIPAVE COURT SURFACING - DARKGREEN COLOR (TO BE APPROVED BY CITYPRIOR TO INSTALLATION)3APLEXIPAVE COURT SURFACING - BLUECOLOR (TO BE APPROVED BY CITY PRIOR TOINSTALLATION)3B PLEXIPAVE COURT SURFACING - LIGHTBLUE COLOR (TO BE APPROVED BY CITYPRIOR TO INSTALLATION)4PICKLEBALL NET5NET POST64' HIGH CHAINLINK FENCING74' WIDE GATE8FENCE POST, SIZE 2 78" SCH. 409 FENCE POST, SIZE 2 38" SHC.4010 EXISTING EXPANSION JOINT11 5' CONCRETE WALK12 BENCHNOTESLAYOUT OF FINISHED PICKLEBALL COURT SHALLBE IN ACCORDANCE WITH THE REQUIREMENTS OFTHE CURRENT EDITION OF INTERNATIONALFEDERATION OF PICKLEBALL (IFP) OFFICIALTOURNAMENT RULE BOOK.FINIHSED COURT SURFACING SHALL BE ON A TRUEPLANE SLOPED FROM SIDE TO SIDE, END TO END,OR CORNER TO CORNER. MAXIMUM SLOPE SHALLBE 1.0%. MINIMUM SLOPE SHALL BE 0.9%COURT MEASUREMENTS SHALL BE MADE TO THEOUTSIDE OF THE LINES. THE COURT LINES SHALLBE 2" IN WIDTH.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 24. To: Honorable Mayor and City Council From: Gary Carter, Director, Information Technology and Security ITS Administration Subject: CONSIDER AWARD OF A CONSTRUCTION CONTRACT TO CROSSTOWN ELECTRICAL &DATA, INC. FOR AS-NEEDED UTILITY UNDERGROUNDING AND EXCAVATION CONSTRUCTION SERVICES.(CITY COUNCIL) I. SUMMARY
The City of Carson currently has existing underground ﬁber optic cabling in the Public Right-of-Way and throughout City facilities for City operations. The existing ﬁber network requires scheduled maintenance, emergency maintenance including reroutes and splicing, and modiﬁcations to building network paths due to City facility construction projects. The City has required emergency maintenance on (5) occasions within the past 12-month period. Without an established On-Call contractor, unnecessary delays occur in attempting to identify an available vendor willing to respond on an emergency basis, without an established budget and agreed upon cost control measures. To address the City’s ﬁber network maintenance requirements and needs, staff issued RFP 25-009 soliciting on-call contractors for As-Needed Utility Undergrounding and Excavation Services. Staff is seeking City Council approval to award a construction contract to Crosstown Electrical & Data, Inc., in the amount not to exceed $468,385.00 (Exhibit No. 1). The City appropriated $468,385.00 in FY2024-25 Capital Improvement Project funds for the Agreement.

II. RECOMMENDATION

1. AWARD a construction contract for As-Needed Utility Undergrounding and Excavation Services not to exceed the amount of $468,385.00, to the lowest responsive and responsible bidder, Crosstown Electrical & Data, Inc.

2. AUTHORIZE the Mayor to execute the contract with Crosstown Electrical & Data, Inc. after approval as to form by the City Attorney.

III. ALTERNATIVES

1. REJECT all bids.

2. TAKE another action the City Council deems appropriate.

IV. BACKGROUND
On January 23, 2025, the City of Carson advertised notices for construction bids through RFP No. 25-009, with two bids received through Planet Bids and opened by the Purchasing Oﬃcer, at the City Clerk’s oﬃce on March 3, 2025.

The City of Carson currently has existing underground ﬁber optic cabling throughout the city and within City facilities requiring scheduled maintenance, emergency maintenance, reroutes, and incremental expansions in small phases due to construction projects and City facility remodels. The City will utilize the As-Needed Utility Undergrounding and Excavation Services Agreement to establish scheduled and emergency maintenance standard operating procedures with the vendor, and allocate a budget to be determined by the City, for estimated work throughout the term of the agreement. The City has required emergency maintenance approximately on (5) occasions within the past 12 month period, and as such is interested in establishing a vendor to complete such work on an incremental and as-needed basis through use of a contractor at reasonable construction duration times according to complexity of work involved, at a competitive rate, for work product in accordance with industry standards. The City included a Fictional Design representing an average scope of work anticipated to be required by City, for the purposes of establishing competitive bids for the Request for Proposal. Crosstown Electrical & Data, Inc. was the lowest responsive and responsible bidder, with a bid amount of $468,385.00. However, actual phases and scopes of work could vary from the average scope of work represented in the Fictional Design. No work will be completed unless and only to the extent directed by the City. Finally, there are no guarantees of work by the City during the term of the agreement.

The bid results are as listed below (Exhibit No. 2):

Bidder Place of BusinessBid Amount

1. Crosstown Electrical &
Data, Inc.

Irwindale, California$468,385.00

2. Spirit Energy LLC (Prime)
Subcontractors: Advanced
Media Technologies, Advanced
Media Services, Advanced
Powering Services, et al.

Deerﬁeld Beach, FloridaBidder Disqualiﬁed for
Failure to Meet Bid
Requirements.

A Bid Evaluation Committee comprised of staff from the Information Technology and Security Department and Public Works Department, reviewed the bids and determined that the lowest responsive and responsible bid was submitted by Crosstown Electrical & Data, Inc., with a total bid in the amount of $468,385.00. Crosstown Electrical & Data, Inc. is a licensed contractor in the State of California, Contractor State License Board license number 756309 for classiﬁcations including C10 Electrical and A General Engineering and Crosstown Electrical & Data also has an active DIR registration PWCR Number: 1000000155. Crosstown Electrical & Data has completed similar utility undergrounding projects for over 25 years, including projects for City of Santa Clarita, City of La Habra, and Coachella Valley of Governments. The contractor’s references were checked and all provided comments attesting that the work was completed in a professional manner and within a reasonable project schedule.

Staff requests the City Council award a Construction Contract to Crosstown Electrical & Data, Inc. in the amount not to exceed $468,385.00.

V. FISCAL IMPACT
The total construction bid amount for this capital improvement project is $468,385.00. The total project cost of $468,385.00 will be allocated from the existing ﬁscal year 2024-25 Capital Improvement Program account.

Fiscal Year Amount Account Number
FY2024-25$468,385.00101-99-999-904-8012

VI. EXHIBITS

1. Public Works Agreement with Crosstown Electrical & Data, Inc.

2. Bid Register.

Prepared by: Gary Carter, Director, Information Technology&Security Department

Attachments
Crosstown Public Works Agreement (Fiber Optics As Needed)(2012163.1).pdf BID REGISTER 25_009.pdf

01007.0002 2012163.1 1

PUBLIC WORKS AGREEMENT

BETWEEN THE CITY OF CARSON AND
CROSSTOWN ELECTRICAL & DATA, INC.

THIS PUBLIC WORKS AGREEMENT (“Agreement”) is made and entered into this day of ________________, 2025, by and between the City of Carson, a California charter city (“City”) and Crosstown Electrical & Data , 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 th e 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 RFP No. 25 -009 As Needed: Fiber Optic Network Utility Undergrounding and Excavation Construction (“Project”). The primary objective of this Agreement is for the Contractor to serve as an on -call vendor, to provide work on an as -needed basis, for both scheduled and emergency maintenance on the City’s fiber network. The City intends to coordinate the construction schedule and enhance project management through integration of network construction phases with the City’s major construction projects, if and when the City determines such incremental construction for maintenance, replacement, and alternative fiber spans are necessary. As used herein, “Bid Documents” refers to all of the documents included in the solicitation of bids for the Project, including but not limited to, the Invitation for Bids, Instructions to Bidders, Bid or Bid Proposal, Contract Documents, Special Provisions, Technical

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01007.0002 2012163.1
Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein, and the Scope of Work, attached hereto as Exhibit A of this Agreement . 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.

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 empl oyed 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

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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 T itle 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable appr enticeship 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 day’s work. Contractor shall comply with and be bound by Labor Code Section 1810.
(h) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more tha n eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers ’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
(j) Contractor’s Responsibility for Subcontractors . For every subcontractor who will perform work under this Agreement , Contractor shall be responsible for such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including

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01007.0002 2012163.1
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 City’s Project Labor Agreement , which was fully executed as of March 4, 2020, by and between the City and the Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions (the “Project Labor Agreement”), City and Contractor acknowledge and agree that Contractor is required to comply with the provisions of the Project Labor Agreement, and that in the event of a conflict between the provisions of this Agreement and the Project Labor Agreement, the Project Labor Agreement shall supersede and take precedence over the conflicting provision(s) of this Agreement.

1.5 Licenses, Permits, Fees and Assessments.

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

1.6 Familiarity with Work.

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

1.7 Discovery of Unknown Conditions.
(a) Pursuant to Public Contract Code section 7104, Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a C lass I, II, or III disposal site in accordance with existing law; (ii) subsurface or latent physical conditions at the site, materially different from those indicated by information about the site made availab le to bidders prior to the deadline for submitting bids on the project; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.

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01007.0002 2012163.1
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work, shall issue a change order in accordance with this Agreement.
(c) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

1.8 Unidentified Utilities.

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 sheet ing, 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.

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01007.0002 2012163.1

1.10 Protection and Care of Work and Materials.

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

1.11 Warranty.

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

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

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

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01007.0002 2012163.1

1.12 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the City’s Director of Public Works or Director of Information Technology & Security , or either of their designees, to the Contractor, incorporating therein any adjustment in (i) th e 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 City’s Director of Public Works or Director of Information Technology & Security , or either of their designees, prior to commencing the extra work thereunder. (b) Any increase in compensation of up to the amount of contingency approved by the City Council at the time the Project was awarded to Contractor plus any additional subsequent contingency approved by the City Council , if any, taken either separately or cumulatively, or any increase in the time to perform of up to one hundred eighty (180) days and which are not detrimental to the Work or to the interest of the City, may be approved by the City’s Director of Public Works or Director of Information Technology & Security , or either of their designees. Any greater increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and City’s Director of Public Works or Director of Information Technology & Security , 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 City’s sole and absolute discretion, waive the Contractor’s rights for that day.

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(d) It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.13 CARB Compliance.

For a project involving the use of in -use off-road diesel-fueled vehicles, as defined by 13 CCR 2449, Contractor shall obtain copies of the valid Certificates of Reported Compliance, as described in 13 CCR 2449(n), for the fleet performing services pursuan t to this contract and all listed subcontractors, if applicable, prior to commencing any work pursuant to this Contract or any renewed contract with that fleet. Contractor shall indemnify, defend and hold harmless the District, its officers, agents, employees and directors from any liability imposed arising from Contractor’s violation of any regulation set forth in 13 CCR 2449.

1.14 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in the Schedule of Compensation attached hereto as Exhibit C and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor’s expenses, of an amount not to exceed Four-Hundred Sixty Eight Thousand Three Hundred Eighty Five Dollars and Zero Cents ($468,385.00) (“Contract Sum”) for completion of the work.

2.2 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed during the preceding month using the form attached hereto as Exhibit F 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 Contractor’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage

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rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors providing services under this Agreement, as applicable, with Contractor’s first invoice. If these rates change at any time during the term of the Agreement, Contractor shall submit a new list of rates to the City with its first invoice following the effective date of the rate change.

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

2.4 Retention.

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

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

2.5 Waiver.

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

2.6 Substitution of Securities.

(a) In conformance with the State of California Public Contract Code, Part 5, Section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.

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(b) At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor’s direct deposit of securities as a substitute for reten tion earnings required to be withheld by the City. Upon Contractor’s completion of its obligations hereunder, as evidenced by the City’s acceptance of the work pursuant to Section 3.3 hereof, the escrow agent shall return the securities to Contractor. The escrow agent shall notify the City within ten (10) days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention. Securities sha ll be held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Contractor shall complete the Project within Three Hundred Sixty Five (365) calendar days after receiving a “Notice to Proceed” from the City in accordance with any schedule contained in or required to be provided by the Proposal or Bid Documents, and any revisions thereof approved by the City in writing. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. The term of this Agreement shall expire one (1) year following City’s acceptance of the Project.

3.2 Liquidated Damages.

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

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of th e Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the

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judgment of the Project Manager such delay is justified. The Project Manager’s 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, Contractor’s sole remedy be ing extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

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

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

David P. Heermance President________________ (Name) (Title)
Benjamin Heermance ______ Chief Financial Officer _____ (Name) (Title)
The Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor ’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or

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agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Project Manager.

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

4.4 Independent Contractor.

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

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by 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 ac count on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

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ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form ISO CGL CG 00 01 or equivalent, in an amount not less than $ 1,000,000 per occurrence, $ 2,000,000 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” 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) Workers’ compensation insurance . Contractor shall maintain Workers ’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(d) Builder’s Risk Insurance. Contractor shall maintain Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions. The policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming 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 pro ject materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full replacement value of any property or equipment stored either on or off the project site or any staging area.

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, m achinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, b roken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

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(e) Pollution Liability Insurance . Contractor shall maintain Environmental Impairment Liability insurance, written on a C ontractor’s Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and $2,000,000 in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

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

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

5.2 General Insurance Requirements.
(a) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (b) Proof of Insurance. Contractor shall provide certificates of insurance and endorsements to City as evidence of the insurance coverages required herein, along with a waiver of subrogation endorsement for workers ’ compensation. Insurance certificates and endorsements must be approved by City ’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certifie d copies of all required insurance policies, at any time.
(c) 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 umb rella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City ’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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(e) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) 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 a nd insurance clauses from each of its subcontractors.
(g) Enforcement of Contract Provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional Insured Status. General and auto liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer ’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

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(m) Pass Through Clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.
(o) Self-Insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self -insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s 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 conta ined 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 sho uld City otherwise find Contractor’s 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 Contrac tor 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 Contractor’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

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

5.4 Notification of Third-Party Claims.

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

5.5 Performance and Payment Bonds.

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

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

All bonds shall be on the applicable forms provided in Exhibit “ D” and Exhibit “ E” 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 t he 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 Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bond s may be changed accordingly upon receipt of written notice from the City’s Risk Manager.

5.7 Release of Securities.

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents r elating 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 Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor ’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the c ost 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.

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6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Project Manager or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor ’s 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 materi als prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

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Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT ; DEFAULT , SUSPENSION AND

TERMINATION

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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the even t of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Default of Contractor.

Contractor’s 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 condition s 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) days’ written notice of termination. Upon termination, Contractor shall be entitled to compensation for completion of any portion of the Project accepted by City up to the effective date of termination unless any portion of the Project is accepted by City after termination in which event Contractor shall be paid for such completed portion.

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01007.0002 2012163.1

7.4 Dispute Resolution Process.

Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing informal co nferences, 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 Contractor’s timely and duly made request for payment for ext ra work and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Agreement and payment of which is not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the City.

The following requirements apply to all claims to which this section applies:
(a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede notice requirements otherwise provided in the Agreement for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contract ual 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 claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any. (c) City’s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement.

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01007.0002 2012163.1
(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 re quested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. (iii) The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d) Meet and Confer. If the Contractor disputes the City’s 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 City’s response or within 15 days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (e) Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the co ntractor 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.

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01007.0002 2012163.1
(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) City’s Responses . The City’s 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 City’s 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. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.
(g) Government Code Claims . If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code Section 900 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 wo rk, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation.

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

If the parties fail to select a mediator within the 15-day period, either party may petition the court to appoint the mediator.

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01007.0002 2012163.1
(ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 114 1.11 of that code. The Civil Discovery Act ( Title 4 (commencing with Section 2016 .010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.
(iii) Upon stipulation of the parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed the ir customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division. (iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo.

7.5 Waiver.

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

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

7.6 Rights and Remedies Are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the 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.

7.7 Unfair Business Practices Claims.

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

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01007.0002 2012163.1
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

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

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

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

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01007.0002 2012163.1
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

9.2 Notices.

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

9.3 Interpretation.

9.4 Counterparts.

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

9.5 Integration; Amendment.

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01007.0002 2012163.1

9.6 Severability.

9.7 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial 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 “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or conse quence of obtaining or being awarded any agreement.

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

Contractor’s Authorized Initials _______

9.8 Corporate Authority.

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

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01007.0002 2012163.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a California charter
city
______________________________
Lula Davis-Holmes, Mayor

ATTEST:

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

ALESHIRE & WYNDER, LLP

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

CROSSTOWN ELECTRICAL & DATA,
INC., a California corporation
*By: _______________________________
Name: _____________________________
Title: _____________________________

*By: _______________________________
Name: _____________________________
Title: _____________________________

Address: 5454 Diaz Street
Irwindale, CA 91706

*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.

01007.0002 2012163.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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.

01007.0002 2012163.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0002 2012163.1 A-1

EXHIBIT A

SCOPE OF WORK
I. On an As-Needed Basis determined solely by the City in its discretion, Contractor will perform the following One-Time Construction Work:

A. The work shall consist of the construction of an underground fiber optic system including the excavation, cutting and removal of existing pavement, furnishing and installing HDPE, galvanized steel and PVC conduits; excavating for, furnishing and installing precast polymer pull boxes, concrete foundation for service cabinets (including anchor bolts),trenching, backfill; compaction; traffic control (including signs and barricades); temporary lighting if necessary; temporary paving; permanent pavement; and everything called for in the specifications whether or not specifically noted in this paragraph.

B. The contractor shall furnish ducts, fittings, and other appurtenances necessary to fulfill the requirements of these specifications and shall install all of these items.

C. The duct finished herein shall by 4” PVC, schedule 80, or as indicated on the drawing. The duct between the pull box and the NEMA box shall be 3” PVC, schedule 80, or as indicated on the drawing.

D. All conduit shall be installed by the Contractor according to the details of the drawings. Unless directed by the City, the normal minimum cover of 24” shall be maintained for 3” or 4” conduit.

E. Horizontal bends must have a minimum 36” radius. Vertical bends (into pull boxes) must have a 15” radius.

F. Removals shall be performed per City of Carson Standard Specifications. If the pavement edges are not clean straight lines in the opinion of the Public Works Inspector, the Contractor shall saw cut edges at no extra cost. Rock sawing is not acceptable.

G. Concrete curbs, walks, gutters, cross gutters, driveways and alley intersections shall be replaced in accordance with the stands of the City of Carson Public Works Department.

H. Concrete Restoration. Restoration of concrete after excavation and installation of vault.

I. Trench resurfacing shall be in accordance with the Standard Specifications and City of Carson Public Works Department. Generally permanent paving shall be the same type as existing and same thickness plus one additional inch.

01007.0002 2012163.1 A-2
II. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City appraised of the status of performance by delivering the following status reports:

A. Project Schedule.

B. Bi-weekly Project Updates with Summary of Completed Work and Scheduled Work for next Bi-weekly period.

C. As-Builts of all construction engineering drawings with markups. Network related outages confirmed by Consultant or City.

D. Inspection reports related to the City’s As Needed: Fiber Optic Network Utility Undergrounding and Excavation Construction Project.

E. Quarterly Business Reviews.

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

If the Parties wish to revise provisions in the Agreement above (from page 1 through the signature page), then the revisions shall be presented in this Exhibit B, with deletions shown in strike through and additions shown in bold and italics.

None.

EXHIBIT C

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

ITEM DESCRIPTION

OF WORK

QTY UNIT UNIT
PRICE
TOTAL
1 FICTIONAL

CONSTRUCTION

JOB DESIGN
1 LS $468,385.00 $468,385.00
TOTAL 468,385.00

Conduits Parkway
Installation
Sidewalk Installation

Street Installation
4” PVC Schedule 80
between pull box and
streetlight standard
(average 5’ per run)
Trench
(USD)

Boring
(USD)
Trench
(USD)
Boring
(USD)
Trench
(USD)
Boring
(USD)
Up to 25’ linear feet $285.00 $515.00 $485.00 $635.00 $830.00 $645.00 26’ – 50’ $215.00 $300.00 $310.00 $420.00 $525.00 $410.00 51’ – 150’ $150.00 $175.00 $250.00 $235.00 $465.00 $215.00 151’ – 300’ $130.00 $150.00 $205.00 $160.00 $355.00 $185.00 301’ – 1000’ $110.00 $97.00 $175.00 $120.00 $315.00 $180.00 1001’ – 5000’ $86.00 $75.00 $140.00 $100.00 $280.00 $115.00 5001’+ $80.00 $70.00 $130.00 $95.00 $270.00 $105.00
]

EXHIBIT D

PERFORMANCE BOND
We, Crosstown Electrical & Data, Inc., a California corporation, as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of Four- Hundred Sixty Eight Thousand Three Hundred Eighty Five Dollars and Zero Cents ($468,385.00).

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

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

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

Executed this day of _________, ____.

Seal of Corporation _____________

By:____________________________________
Authorized Representative of Principal

Title: _____________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

Any claims under this bond may be addressed to: (check one)

Surety's agent for service
of process in California: ( ) _____________________
[name of surety company]

_________________________ ____________________________________ Name Street Number
_________________________ ____________________________________ Street Number City and State
_________________________ ____________________________________ City and State Telephone Number
_________________________
Telephone Number
By:____________________________________
Attorney in Fact or other
Representative

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

Furnish the name, address and phone number of the company agent as well as the surety company.

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

EXHIBIT E

PAYMENT BOND

We, Crosstown Electrical & Data, Inc., a California corporation, as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) and those for whose benefit this bond insures in the sum of Four-Hundred Sixty Eight Thousand Three Hundred Eighty Five Dollars and Zero Cents ($468,385.00) City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to pay any of the persons named in Section 9000 et seq. of the California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the same in an amount not exceeding the sum specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court.

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

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

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

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

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

Principal and Surety agree that should City become a party to any action on this bond, that each will also pay City's reasonable attorneys' fees incurred therein in addition to the above sums.

Executed this _____________ day of ___________, ______.

Seal of Corporation ______________

By:______________________________
Authorized Representative of Principal

Title: __________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

Any claims under this bond may be addressed to: (check one)

Surety's agent for service
of process in California: ( ) ________________
[name of surety]

_________________________ _____________________________ Name Street Number

_________________________ _____________________________ Street Number City and State

_________________________ _____________________________ City and State Telephone Number
_________________________
Telephone Number
By:_____________________________
Attorney in Fact or other
Representative

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

Furnish the name, address and phone number of the company agent as well as the surety company.

EXHIBIT F

INVOICE FORM

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 25. To: Honorable Mayor and City Council From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO.1 TO THE PURCHASING AND MAINTENANCESERVICES AGREEMENT WITH MISSION CRITICAL INFORMATION SYSTEMS INC. (MCIS) (C22-045) FORINTEROPERABLE PUBLIC SAFETY RADIO SYSTEM AND MAINTENANCE SERVICE (CITY COUNCIL) I. SUMMARY
On October 5, 2021, the City Council awarded a ﬁve-year (5) service contract to Mission Critical Information Systems Inc. (MCIS) for the programming, installation, and maintenance of the Public Safety Radio System. The total compensation for this contract was set at an amount not to exceed $219,934.54.

The COVID-19 pandemic caused signiﬁcant disruptions in supply chains, leading to computer chip shortages and resulting in delays of up to 20 months in receiving essential radios and other components under the MCIS-City of Carson contract. These delays have impacted various operational processes, necessitating a request for the ﬁrst- year service contract payment to be processed much later than originally anticipated. Additionally, these shortages have affected the timely delivery of city vehicles for Public Safety and other departments.

It should be noted that a previous version of Amendment No. 1 had already been presented and approved by the City Council on January 21, 2025. That amendment called for City to purchase additional products and services for a not to exceed cost of $113,740.31. After City Council approval, the vendor requested that edits be made to some areas within the amendment. As a result, a fully executed version of Amendment No. 1 was never executed.

Now Staff is recommending for City Council to re-approve up updated Amendment No. 1 to add the requested edits made by the vendor along with the addition of new products and services to the Scope of Services for an additional amount of $62,027.82 (total increase for Amendment No. 1 is $175,768.13) thereby increasing the total not to exceed contract sum to $395,702.67.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 1 to add products and services to the Scope of Services for an additional amountof $175,768.13 thereby increasing the total not to exceed contract sum to $395,702.67.

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

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

IV. BACKGROUND
In 2012, the federal government passed the Middle-Class Tax Relief and Job Creation Act of 2012, which included a section related to public safety radio communications and mandated that by 2023, public safety agencies would have to abandon the UHF frequency spectrum currently used and move to a different spectrum.

The City of Carson UHF radio system that supports public safety and public works began transitioning to the Los Angeles Regional Interoperability Communication System (LA-RICS) in 2021-2022. Once this transition process is completed, it will provide communication compatibility between city partners such as the Sheriff’s Department, Fire Department and CSU Dominguez Hills.

City Council funded the purchase of 10 NX 5800K and 110 NX 5300K2 radios on June 1, 2021. This project funds the remaining phase of radio programming and additional equipment to enable the transition to LA-RICS as well as a ﬁve-year maintenance contract.

In July 2021, the City issued a Request for Proposals (RFP) for a Safety Interoperability Radio Solution, Carson City Hall Bi-Directional Ampliﬁer Project and a 5-year maintenance services agreement for associated radio equipment.

The Safety Interoperability Radio Solution included radio equipment for Carson’s primary Emergency Operations Center (EOC) at City Hall and the alternate EOC at the Corporate Yard as well as programming and installation services for radios purchased during Phase 1. The Bi-Directional Ampliﬁer Project includes equipment and installation to ensure radio coverage throughout City Hall especially in basement locations for Public Safety personnel. The 5-year maintenance services agreements cover all equipment being utilized for the Carson Public Safety Radio System.

The proposals were evaluated based on four factors: compliance with proposal requirements, qualiﬁcation and experience, cost and client reference list/past performance.

The City received one proposal from MCIS Inc. that received an average rating of 87.7 from the RFP evaluation panel. The vendor indicated experience with the LA-RICS and a client reference list which includes the County of Los Angeles, the Los Angeles Dodgers and Tustin Uniﬁed School District.

On October 5, 2021, the City Council awarded a ﬁve-year (5) service contract to Mission Critical Information Systems Inc. (MCIS) for the programming, installation, and maintenance of the Public Safety Radio System. The total compensation for this contract was set at an amount not to exceed $219,934.54.

On January 21, 2025, a previous version of Amendment No. 1 was presented to and approved by the City Council.

That version of Amendment No. 1 was for the addition of products and services to the Scope of Services for an additional amount of $113,740.31 which therefore increased the total not to exceed contract sum to $333,674.85.

However, after that amendment was approved, the vendor identiﬁed areas within the agreement that they requested be edited. As a result, that amendment was never executed.

Accordingly, staff is recommending the City Council re-approve Amendment No. 1 to the agreement which now includes the addition of the vendor's requested edits added by the City Attorney's Oﬃce. Since then, the need for additional radios and supporting equipment city-wide was identiﬁed. The total cost for the additional radios and equipment is $62,027.82. In total, staff is now seeking approval for an additional amount of $175,768.13 for the addition of products and services to the Scope of Services thereby increasing the total not to exceed contract sum to $395,702.67.

V. FISCAL IMPACT
If the City Council approves staff's recommendations, there will be no ﬁscal impact for FY 2024-25 as the requisite funding has been identiﬁed in the current adopted budget.

VI. EXHIBITS

1. Amendment No. 1 to contract with Mission Critical Information Systems

Attachments
MCIS Amendment No. 1(1030701.6).pdf

01007.0001 1030701.6

AMENDMENT NO.
1 TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO AGREEMENT FOR CONTRACT SERVICES

(“Amendment No.
1 ”) by and between the City of Carson, a California municipal corporation (“City”) and
Mission Critical Information Systems

Inc.
, a
California

corporation (“Consultant”),
is effective as of the _____ day of _____________,
2025
. City and Consultant are sometimes
hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

City and Consultant entered into that certain Agreement for Contract Services dated April 18, 2022

("Agreement"), whereby Consultant agreed to provide City

with primary and
backup Emergency Operations Center services and install mobile radios in connection with those services

(“Original Scope”)
.

The Contract Sum under the Agreement
i
s
$
219,934.54
and the Agreement Term

i
s
set to expire April 17, 2027,
five

(5) years from the date of
the Agreement
.

The force majeure clause in Section 3.3 of the Agreement allows the Schedule of Performance to be extended to the extent appropriate
in the event

any delays due to
unforeseeable causes beyond the control and without the fault or negligence of 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
.

Due to the COVID
-
19 pandemic and associated supply chain crisis and computer chip shortages, there were delays of up to 20 months in receiving radios and other components required to be furnished by Consultant under the Agreement, which caused unexpected delays in
various processes including delivery of City vehicles, and led to the request for the first year's payment to be made much later than one year after commencement of the Agreement Term.

E
.

City and Consultant now
seek to amend the Agreement to add products and services to the Scope of Services

(“Additional Scope
–

Part 1”)

for an additional
amount of
$
113,740
.
3 1

thereby increasing the
total
not to exceed
contract sum

$333,674.85
.

City and Consultant now seek to

further

amend the Agreement to add

additional

products to the
Original
Scope
(“Additional Scope
–

Part 2”)
for an additional amount of
$62,027.82, thereby increasing the total not to exceed
C
ontract
S
um to $395,702.67.

TERMS

1. Recitals
. The Recitals set forth above are hereby incorporated into this Amendment No.
1 by this reference, as though fully set forth herein.

2. Defined Terms
. All words, terms and phrases used or referenced in this

01007.0001 1030701.6

Amendment No.
1 , not expressly defined in this Amendment No.
1 , shall have the same meaning
ascribed to them in the Agreement.

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

Section

2.1 (
Contract Sum
)

of the Agreement
is amended
to read in its
entirety
as follows:

Thousand
Seven
Hundred
Two

Dollars
and
Sixty Seven

Cents (
$
395,702.67
)

Two Hundred Nineteen Thousand Nine Hundred Thirty
Four Dollars and Fifty Four Cents ($219,934.54)

(the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.8. The amount of the Contract Sum attributable to the public works component of this Agreement (Tasks 1 and 2) shall not exceed Thirty Four Thousand Two Dollars and Twe
nty Nine Cents ($34,002.29) (“Public Works Contract Sum ”).

The
maximum compensation listed in Exhibit “C” for maintenance services may be increased each year by an amount equal to the consumer price index chosen by the City in each fiscal year (“CPI”); pro
vided however, that any increases shall not exceed 5% of the contract amount for maintenance services.

Section 7.7 (Termination Prior to Expiration of Term) of the Agreement is amended to read in its entirety as follows:

This Section shall govern any termination of this
Contract
Agreement

except as specifically
provided in the following Section for termination for cause. The City reserves the right to terminate this
Agreement
Contract

at any time, with or without ca
u
se, 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 t
he righ
t to terminate this
Agreement
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 t
ermination, 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 e
ntitled 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 the 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 .

To align with the City’s payment
schedule, both
p
arties agree to conduct an annual review of the
Agreement
status each April to
evaluate ongoing performance and discuss any intentions regarding termination

of the
Agreement
.

01007.0001 1030701.6

C
.

Exhibit “A”
(
Scope of Services
)

o
f

the Agreement is hereby amended
to read in its entirety as follows:

See attached.

D
.

Exhibit “
C
” (
Schedule of Compensation
) of the Agreement is hereby
amended to read in its entirety as follows:

See attached.

E
.

Exhibit “
D
” (
Schedule of
Performance
) of the Agreement is hereby
amended to read in its entirety as follows:

See attached.

4. 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
Agreement
, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by
this Amendment No. 1.

5. 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.

6. 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 .

7. 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.

01007.0001 1030701.6

8. 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 o
ne and the same Amendment

No. 1
.

[Signatures on the following page]

01007.0001 1030701.6

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 municipal
corporation

Lula Davis
-
Holmes, Mayor

ATTEST
:

Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney

[rjl
;pks
]

CONSULTANT
:

MISSION CRITICAL INFORMATION

SYSTEMS
, a
California

limited liability company

By:

MCIS INC.

Name:

Behzad Bamdad

Title:

President
/Secretary

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 BUSIN
ESS ENTITY.

01007.0001 1030701.6

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

document.

01007.0001 1030701.6

CALIFORNIA ALL
-

PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________,
2025

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 1030701.6

EXHIBIT “A”

SCOPE OF SERVICES

Consultant will perform the following Services:

TASK 1
–

PUBLIC SAFETY FULL INTEROPERABLE RADIO SOLUTION

REQUIREMENTS

Original Scope and Additional Scope
–

Part 1

Consultant shall develop and provide a primary and backup Emergency Operations Center full interoperable public safety radio solution for the City of Carson with

patching/ access channel capabilities for nearly any desired private or public sector partner (pending their cooperation), including audio recording and dispatching. Project must include interoperability for DMR on VHF, UHF, and 8/ 900, and P25

Phase I and 11 interoperability on UHF2
and 8/ 900 and will be specifically tailored to

City of Carson's unique
current and future needs and industrial assets.

Contractor will include the installation of
thirty eight (38)
ten (10)

Kenwood
NX
-
5800K mobile radios (
10 already in possession) in
thirty eight (38)
ten
(10)

vehicles along with antennas and needed parts. Solution will also include the radio template design, implementation, and programming services
including portable batteries

for
two hundred two (202)
one
hundred and ten (110)

Kenwood NX
-
5300K2 and
thirty eight (38)
ten (10)

Kenwood NX
-
5800K radios (
10 already in possession)

Additional Scope
–

Part 2

Contractor
will provide additional radios and equipment in Year 2025 and Contractor will provide maintenance for the same.

DESCRIPTION OF ITEMS AND SERVICES PROVIDED

1. PRIMARY AND BACKUP EOC FULL INTEROPERABILITY SYSTEM

(Original Scope)

No.

Qty

Description

1 4

Rohn BRM42510

2 1

Rohn Freight

3 4

Rohn BRM4PAD

01007.0001 1030701.6

4 4

Strut standoffs and misc HW

5 4

Ballast

6 4

Ballast Freight

7 1,200

LMIZ400 (incl extra line for future expansion)

8 24

Feedline Terminations

9 4

Unity 8/ 900mhz + mounting kit

10 4

Unity UHF + mounting kit

11 2

Unity VHF + mounting kit

12 2

XPR5550e VHF capable

13 2

XPR5550 UHF capable

14 2

XPR5580e 8/ 900 capable

15 2

Dell 7424 Latitude Rugged Extreme Software Licensing

16 6

Rack Trays

17 6

Rack mount radio
brackets

18 2

Rack mount master power supply

19 2

Enterprise Grade Network Switch

20 2

Carpeted rugged road rack

21 2

UPS 1500

22 2

SmartPTT Plus Core

23 6

SmartPTT RG 1000e gateway SPTTRG 1000

24 4

SmartPTT APX

gateway licenses DSSMRTPTTAPX

25 6

SmartPTT Control Station connection DSSMRTPTTCS

26 6

SmartPTT RG 1000e XPR cables

27 4

SmartPTT RG 1000e APX cables

01007.0001 1030701.6

28 1

SmartPTT
shipping

29 6

Savi W745 long range wireless headset incl spares for
sanitary
purposes

30 2

iLoud Micro production grade computer speakers (pair) + professional

USB DAC

31 4

Custom USB rugged foot switch for Console PTT incl spares

32 60

EOC solution design. staging, configuration, testing, onsite implementation (engineering)

33 50

EOC solution installation, two locations (2 techs)

34 40

Radio template design, EOC base heavy customization and workin g

w/ outside agency(s) as needed

(engineering)

35 24

EOC solution training, on
-

site, and
dedicated follow LIP support
(hours)

2. MOBILE RADIO (KENWOOD NX
-
5800K) INSTALLATION FOR

38 10

VEHICLES

(Original Scope and Additional Scope
–

Part 1)

No.

Qty

Description

1 3
8 10

Mobile vehicle antennas

2 3
8 10

Mobile radio misc parts

3 114

30 Labor (hours)

4 5

Trip Fee (per vehicle install)

3. IMPLEMENTATION SERVICES FOR MOBILE PORTABLE RADIOS

(Original Scope and Additional Scope
–

Part 1)

No.

Qty

Description

1 16

Radio Template Design, including a detailed assessment of any

currently used primary and miscellaneous conventional channels in

use, and several revisions as requested by City (hours)

2 16

Radio Programming (tech time) for

202

110

Kenwood NX
-

5300K2

38 10

Kenwood NX
-
5800K radios (hours)

01007.0001 1030701.6

4. PURCHASE OF ADDITIONAL RADIOS AND EQUIPMENT

(Additional Scope
–

Part 2)

No.

Qty

Description

1 30

Kenwood NX
-
5300K2 (Portables) VHF/ UHF Digital & FM
Analog Portable Radios STANDARD KEY MODEL

2 30

P25 Phase 2
TDMA

3 30

KNB
-
L11M Li
-
ion 3900 mAh (High Capacity)

4 29

KMC
-
72W MIL
-
SPEC, IP54/55/67 Noise
-
cancelling Speake
r Mic

5 26

KSC
-
52BK Rapid rate single unit charger

6 29

KHS
-
12BL 3
-
wire mini lapel mic w/earphone, universal connector
(Black)

7 4

KSC
-
526K Rapid rate 6
-
unit charger CEC Compliant

8 24

KSC
-
52PAW Charger Pocket type A for KSC
-
526K 6
-
bay or as
replacement pocket for KSC
-
526AK charger. Compatible with
KNBL11M battery.

TASK 2
-

CARSON CITY HALL BI
-

DIRECTIONAL AMPLIFIER PROJECT

REQUIREMENTS

(Original Scope)

CITY HALL BI
-

DIRECTIONAL AMPLIFIER PROJECT

Contractor shall design, install, perform field adjustments, and fully test a BDA and DAS solution for the Carson City Hall basement. The BDA and DAS solution shall include 24 -
hour battery
backup and provide the highest possible performance and interferenc e rejection for both the current
Disp 9 and LTAC 5 channels, and

the entire LA
-

RICS South UHF Simulcast portion of the LA
-
RIGS radio system.

DESCRIPTION OF ITEMS AND

SERVICES PROVIDED

No.

Qty

Description

1 1

Bird Signal Booster 11 + NFPA compliant BDA with 24
-

hour battery
backup, custom designed I. 5MHz U/L and D/L

filter bandwidth fo

01007.0001 1030701.6

entire LA
-
RIGS South UHF Simulcast frequency range and existing
Dispatch 9 and LTAC 5 analog conventional frequencies

2 1

Bird Freight

3 1

Dedicated Rooftop antenna for BDA specifically tuned for LA -
RICS
South UHF Simulcast UHF fr
equency range for best performance, and
support for existing Disp 9 and LTAC 5

4 1

Rohn BRM425 10

5 1

Rohn BRM4PAD

6 1

Ballast

7 1

Ballast Freight

8 1

Rohn Freight

9 2

2 antenna dedicated DAS system specifically tuned for LA -

RICS
South UHF Simulc
ast UHF frequency range for best performance

10 2

Carson Additional mounting and
installation hardware

11 1

Auxiliary Backup Power Unit

12 1

DAS and rooftop antenna lines and terminations

13 24

Installation (hours)

14 8

Design. field tuning/ calibration, final testing and inspection including measurements and full
testing of backup power failover / AC failure
conditions (hours)

TASK 3
-

MAINTENANCE REQUIREMENTS:

PREVENTATIVE MAINTENANCE

Consultant to periodically inspect and test mobile radios including battery replacement,

EOC
systems and BDA
systems and equipment covered under the contract, The test inspections shall be made every six ( 6) months. In cases of equipment malfunction, or suspected malfunction, test inspections shall then run from the date of check out or repair and retest. Consul tant further agrees
to schedule all preventative maintenance and routine

work by contacting the Contract Officer/
Emergency Services Manager of the City of

Carson 48
-
hours in advance.

DESCRIPTION OF ITEMS FOR MAINTENANCE AND THE NO. OF UNITS

(
Original Scope
,
Additional Scope
–

Part 1
, and Additional Scope
–

Part 2
)

01007.0001 1030701.6

No.

Qty

Description

1 2

Motorola XPR5550e VHF ( EOCs)

2 2

Motorola XPR5550e UHF ( EOCs)

3 2

Motorola XPR5580e 900MHz ( EOCs)

4 2

Motorola APX4500 900MHz ( EOCs)

5 2

Motorola APX8500 Mid Power (EOCs)

6 6

RG 1000e Rol P gateways ( EOCs)

7 38
10 Kenwood NX
-
5800K (Vehicles)

8 202
110

Kenwood NX
-
5300K2 (Portables)

9 1

Bird Custom 1, 5MHz Filter BW BDA system in Carson City Hall Basement

10 2

Dell Latitude
Rugged Extreme 7424 and associated peripherals in
both EOCs ( batteries excluded)

11 1

Full annual test of Bird UHF BDA performance and backup power battery health in Carson City Hall building

12 1

Full annual test of Primary EOC system,

13 1

Full annual test of Backup EOC system

14 202
110

1 X 2600 or greater mAh Li ion Battery replacement for NX -
5300K2 portable radios Power Products or Kenwood Brand

15 1

lx Full BDA backup battery replacement in Carson City Hall basement for Bird UHF
BDA

16 4

1 x Del I Latitude 7424 Rugged Extreme Battery Replacement (each laptop requires two batteries
)

Limitations: 5 entire housing / LCD replacements per year. Other part level repairs unlimite
d.

17 30

Kenwood NX
-
5300K2 (Portables) VHF/ UHF
Digital & FM
Analog Portable Radios STANDARD KEY MODEL

18 30

P25 Phase 2 TDMA

19 30

KNB
-
L11M Li
-
ion 3900 mAh (High Capacity)

20 29

KMC
-
72W MIL
-
SPEC, IP54/55/67 Noise
-
cancelling Speake
r Mic

21 26

KSC
-
52BK Rapid rate single unit charger

22 29

KHS
-
12BL 3
-
wire mini lapel mic w/earphone, universal connector
(Black)

01007.0001 1030701.6

22 4

KSC
-
526K Rapid rate 6
-
unit charger CEC Compliant

23 24

KSC
-
52PAW Charger Pocket type A for KSC
-
526K 6
-
bay or as
replacement pocket for KSC
-
526AK charger. Compatible with
KNBL11M battery.

REPLACEMENT PARTS AND COMPONENTS

Consultant understands the emergency nature of the systems and related equipment and therefore

agrees to maintain in stock all necessary supplies and parts, or shall have access

to an
immediate

area supply source, so that prompt replacement and repairs may be made

to provide continuity of
service, and shall have sufficient test and maintenance equipment to make all tuning and adjustments necessary for the effective and efficient operation of

the listed systems and equipment.

Only parts or components of the original manufacturer, or direct replacement parts containing not less than original identical characteristics, shall be used.

HOURS OF WORK

Consultant agrees to provide service both during City working hours ( 7:00 A.M. to 6:
00 P.M.,
Monday through Thursday) and at such other times as required by the Contract

Officer.

Consultant's technician shall coordinate with the Contract Officer to schedule

work at least 48
hours before actual day of maintenance service.

The following shall apply to all work schedules:

1. 2
4 -
Hour on call service

The EOC communication base stations and the Bi
-
Directional
Amplifier (BDA) system will require " 24
-
hr. on
-

call service." They shall be

repaired and restored
to their acceptable operation standards on an on
-

call basis 24 hours

per day, 7
-
days per week, with
a maximum response time by a qualified contractor

technician of within two (2) hours of
notification of equipment failure or service

degradation.

2. 8
-
Hour maintenance service
-

The inspection adjustments, repairs or restoration of

the
portable and mobile radio equipment will require " 8
-
Hour maintenance service," with

such
services to commence no later than the beginning of normal working hours on the next work day following notification by the City
.

3. Time and Material (T/M) maintenance

Adjustments, repairs, and restoration of the

equipment and components that require " TIM Maintenance" shall be performed during

normal
work hours as requested by Consultant and approved by the City' s Contract

Officer at the hourly
labor rate bid.

PLACE OF MAINTENANCE AND REPAIR

Unless specific authorization is granted by the City for repair at other locations,

Consultant agrees
that
maintenance and repair of EOC system, BDA system, related

equipment and portable
communication equipment and other installed equipment shall be

done at the location of the

01007.0001 1030701.6

equipment installation site. The City agrees to provide access,

heat, light, and electrical power at
all equipment locations. With respect to equipment

located at remote sites, Consultant technicians
shall first obtain keys to the appropriate site from the City' s Contract Officer

at Carson City Hall,
701 E. Carson Street, Carson CA 90745, Upon completion of such work, Consultant shall lock the premises and

immediately return keys to the City' s Contract Officer.

Any equipment that cannot feasibly be repaired in the installed equipment site (or at the installation site) shall be signed out and signed back in by the Contract Officer. Additionally, Consultant agrees to provide the City a receipt for all equipment to
be moved to Consultant's shop. The said receipt
shall indicate the date equipment is

removed, description and serial number of the equipment, and signature of Consultant’s representative removing the equipment. The return and/ or reinstallation of all equi
pment shall be scheduled with the Contract Officer, 24 hours before actual return, who will sign the equipment back at City' s location.

Consultant agrees as part of the regular service, to temporarily replace the defective equipment with a City
-
owned spare, if available. Consultant shop repairs shall be made within a reasonable time in accordance with normal trade practices. The City may deduct from the monthly bill, the
fixed rate fee for any equipment that has been removed from

service and not repaired and returned
within 30 days. Upon repair and return of the

original equipment Consultant agrees to remove and
return the spare unit to it
s normal

storag
e.

CARE AND CUSTODY OF EQUIPMENT

Consultant agrees to the following:

Accept full responsibility for the security against loss or damage to any and all City

equipment while in Consultant' s possession. All lost
and damaged equipment shall be

replaced by the Consultant with comparable and new equipment at the Consultant ’s
expense.

Report such damage or loss promptly to the City.

Reimburse the City for any such loss or damaged equipment.

The City shall not be held responsible for any of the Consultant' s equipment left onCity premises.

SERVICE TICKETS

At the time any equipment is serviced, the Consultant agrees to provide the Contract Officer with a service ticket for signature and copy retention. The ticket shall indicate the date, description and serial number of the equipment serviced, and the materi al, parts, and supplies furnished. If the City
is to be charged for labor, material, parts and supplies outside the terms of this Agreement, all charges including labor to the nearest
1 hour and

materials provided are to be clearly shown on the
service tic
ket.

01007.0001 1030701.6

MAINTENANCE OF SERVICE RECORDS

Consultant agrees to maintain all records pertinent to service and maintenance performed on all equipment as may be required to comply with Federal Communications

Commission Rules and
Regulations.

CONTRACTOR’S CERTIFICATION

On a semi
-

annual basis, Consultant will provide the, City with a written certification that

all
equipment has been regularly maintained in accordance with the standards of

equipment
manufacturer and FCC rules and regulations as required.

II.

As part of the Services, Consultant will prepare and deliver the following tangibl e
work products to the City:

Handheld and mobile
radio operations manual/ guide

BDA operations manual/ guide

EOC station operations manual/ guide

Written certification that all equipment has been regularly maintained in

accordance with the standards of equipment manufacturer and FCC rules and

regulations (semi
-

annual)

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:

Equipment maintenance report
-

semi
-
annual

Testing and maintenance schedule
-

annual

Any oral reports as requested by Contract Officer

I
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.

Consultant will utilize the following personnel to accomplish the Services:

Behzad Bamdad

John Carr

Yoram Israel

01007.0001 1030701.6

EXHIBIT “C”

SCHEDULE OF

COMPENSATION

Consultant shall perform the following tasks at the following rates:

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

SUBTOTAL

Task 1
–

Public
Safety
Interoperability
Radio Solution

$101,997.43

$103,542.29

$1
0 ,
974.57

57.492.50
**

$
172,009.36

Task 2
–

Carson
City Hall Bi
-
Directional
Amplifier Project

$31,527.75

$39,638.62

Task 3
–

Maintenance
services

$15,910.00

$34,395.60

$15,910.00

$
36,115.38

$15,910.00

$
37,921.15

$1
24 ,
342.
13 SUBTOTAL

$149,435.18

$15,910.00

$213,075.18

$335,990.11

**Purchase of additional radios & equipment for Year 2025

T
ask 1
, Year 1

sales tax:

$
5 ,
675
.
98 (Additional Scope
–

Part 1) + $4,535.32 (Additional
Scope
–

Part 2) =
10,211.30

$4,384.82

Task 2
, Year 1

sales tax:

$3,501.26

$2,474.54

Task 3
, Years 1
-
3 sales tax:

$0.00

SUB
TOTAL:

$
13,712.56

Installation for
r
emaining
v
ehicles
which number 23
as of
d
ate of Amendment 1

$46,000.00*

*Cost is an amount not to exceed $2,000 per vehicle

GRAND TOTAL:

$219,934.54

$395,702.67

01007.0001 1030701.6

A more detailed breakdown follows

where the annual service amount is $34,
395.60

(Additional Scope
–

Part 1)
:

QTY

RATE

AMOUNT

01007.0001 1030701.6

Purchase of Radios & Equipment in Year 2025

(Additional Scope
–

Part 2)

II.

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

III.

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

01007.0001 1030701.6

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

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

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

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

IV.

The total compensation for the Services shall not
exceed
$395,702.67

$219
,934.54

as
provided in Section 2.1 of this Agreement.

01007.0001 1030701.6

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

Consultant shall perform all services timely in accordance with the following schedule:

Performance Period

Task 1

Year
s

2 -
3 1

Task 2

Year
1 2

Task 3

Years
2 -
5 1
-
5 II.

Consultant shall deliver the following tangible work products to th e
City by the
following dates.

Handheld and mobile radio operations manual/guide

BDA operations manual/guide

EOC station operations manual/guide

Written certification that all equipment has been regularly maintained in accordance with the standards of equipment manufacturer and FCC rules and regulations (semi
-
annual)

III.

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

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 26. To: Honorable Mayor and City Council From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Administration Subject: CONSIDER APPROVAL OF A PURCHASE ORDER TO PB LOADER CORPORATION, FRESNO,CA, FOR THE PURCHASE OF TWO NEW ELECTRIC POWERED 2024 FORD F-150 LIGHTNING PICK-UPTRUCKS FOR THE PUBLIC SAFETY DEPARTMENT (CITY COUNCIL) I. SUMMARY
The Public Works Department, in conjunction with the Public Safety & Emergency Management Department, is seeking approval to purchase two new electric Ford F-150 Lightning pick-up trucks. In recent years, Carson has experienced an increase in demand for public services, expanding our workforce. As a result, our current ﬂeet of vehicles has become insuﬃcient to meet the growing needs of our residents. The proposed new pick-up trucks will be assigned and designated to the areas of need within the Public Safety & Emergency Management Department.

Integrating electric vehicles into the ﬂeet demonstrates the department's commitment to modernization and innovation, setting a positive example for the community and encouraging the adoption of sustainable practices. In general, investing in an electric pickup truck not only fulﬁlls the department's operational needs but also promotes environmental stewardship.

The Purchasing Manager has waived the bidding requirements and requirement to enter into a contract, as permitted under the Carson Municipal Code Section 2611(g) and Section 2606(b)(1)(ii) (Exhibit 2).

II. RECOMMENDATION
AUTHORIZE the Purchasing Manager to issue a Purchase Order in the amount not to exceed $154,884.17 for the purchase of two new electric powered 2024 Ford F-150 Lightning Pick-Up Trucks (Exhibit 1).

III. ALTERNATIVES
TAKE another action the City Council deems appropriate, and consistent with the requirements of the law IV. BACKGROUND
The Public Works Department, in collaboration with Public Safety, is seeking approval to purchase two Ford Lightning EV pick-up trucks. In recent years, Carson has seen an increase in demand for public services, leading to an expansion of our workforce. Consequently, our current ﬂeet of vehicles is insuﬃcient to meet the growing needs of our residents.

The proposed new pickup trucks will primarily support the day-to-day operations of code enforcement and parking enforcement. They will also be used to transport license plate reading trailers to various locations throughout the city, thereby enhancing the safety of our community.

As the city continues to grow, the need for effective enforcement of municipal codes and parking regulations has increased. These trucks will enable oﬃcers to respond more eﬃciently to complaints, conduct routine inspections, and ensure compliance with local ordinances. Additionally, the addition of these vehicles will help reduce response times and improve service coverage.

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

Sourcewell is a cooperative purchasing agency established to allow participating municipal agencies to reduce the cost of procurement by leveraging the beneﬁts of contract purchasing. Through solicitations, Sourcewell contracts bring considerable value and eﬃciencies to members through nationally leveraged contracted suppliers with access to the highest quality products and brands. Sourcewell contract purchasing solutions are reviewed by the Sourcewell Board of Directors and awarded on the members' behalf. The City of Carson (ID# 38521) is a member of Sourcewell.

The Public Works Fleet Maintenance Division is responsible for the upkeep and repair of the City's ﬂeet, consisting of 250 vehicles and equipment. They also develop speciﬁcations for new vehicle and equipment requests.

Although the initial cost of purchasing electric vehicles may be higher than that of conventional vehicles, the long- term operational and maintenance costs are signiﬁcantly lower. This is because electric vehicles have fewer moving parts, resulting in reduced maintenance and repair expenses. Additionally, the cost of charging these vehicles tends to be less expensive than gasoline or diesel, leading to substantial savings in fuel costs for the City.

By investing in electric vehicles now, the City can beneﬁt from signiﬁcant cost savings over the lifespan of these vehicles.

PB Loader Corporation is a member of the Sourcewell cooperative purchasing agency and Contract #080521-PBL will be used for this Purchase (Exhibit 3). The total amount for the electric F-150 Lightning trucks is $154,884.17.

The City’s Purchasing Manager has waived the formal bidding process for purchase of the vehicles as permitted under Section 2611(g) of the CMC (Exhibit 2). Finally, it should also be noted that Section 2606(b)(1)(ii) of the CMC requires the City to enter into a contract for purchases of any personal property, including materials, supplies and equipment, of $75,000 or more over a ﬁscal year, unless the Purchasing Manager waives this requirement. The Purchasing Manager has waived such contract requirement for purchase of the electric F-150 Lightning pick-up trucks (Exhibit 2).

V. FISCAL IMPACT
No ﬁscal impact. The funding needed for this Purchase Order for $154,884.17 will come from General Fund account numbers 101-55-592-158-8003 and 262-55-593-157-8003.

VI. EXHIBITS

1. Quotation/Equipment Speciﬁcations from PB Loader Corporation

2. Purchasing Waiver

3. Sourcewell Contract

Attachments

1. Quotation & Equipment Speciﬁcations from PB Loader Corporation.pdf

2. Purchasing Waiver.pdf

3. PB Loader Sourcewell Contract 080521.pdf

QUOTATION
CUSTOMER: CITY OF CARSON - PUBLIC WORKS
18620 S. BROADWAY DATE:
5/29/2025
CARSON, CA 90248 TERMS:

NET 30
ATTENTION: FREDDY LOZA - PUBLIC WORKS SUPERINTENDENT
SOURCEWELL MEMBER ACCOUNT # 38521
PROJECT: FORD F-150 LIGHTNING AWD SUPERCREW TRUCK
QTY PART NO. DESCRIPTION PRICE EXTENSION
PB LOADER CONTRACT NO. 080521-PBL

SOURCEWELL CONTRACT MARKET PRICES

NON-LISTED FORD LIGHTNING CHASSIS AT MARKET PRICE
1 $70,077.00
SUBTOTAL: $70,077.00
SALES TAX (10.50%): $7,358.09
` TIRE RECYCILNG FEE: $7.00
TOTAL FOR ONE (1) UNIT: $77,442.09
TOTAL FOR TWO (2) UNITS: $154,884.17
NOTES:

Delivery times are approximate.

NO. 12648R1

1. CHASSIS PRICE SUBJECT TO MODEL YEAR SURCHARGES.

2. PRICE INCLDES DELIVERY AND DMV LICENSING.

3. SEE SPECIFICATONS FOR FULL BUILD DETAILS.
2024 F-150 LIGHTNING AWD SUPER CREW CAB 5.5' BOX 145" WB PRO (W1B) ALL ELECTRIC CHASSIS WITH:
- 8,550 LB. GVWR / 15,000 GCWR
- 580 HP ELECTRIC DUAL EMOTOR W/ EXTENDED RANGE BATTERY - SINGLE SPEED TRANSMISSON
- 275/65R 18 ALL TERRAIN TIRES
- 18" MACHINED WHEELS WITH BLACK HIGH GLOSS POCKETS
- HEATED VINYL BUCKET FRONT SEATS, INDLUDES 2-WAY MANUAL

DRIVER/PASSENGER WITH FLOW-THROUGH CONSOLE AND FLOOR SHIFTER - FM STEREO RADIO WITH 6-SPEAKERS
- SYNC 4 WITH ENHANCED VOICE RECOGNITION
- 9.6 KW PRO POWER ONBOARD
- MEDIUM DARK SLATE INTERIOR
- OXFORD WHITE EXTERIOR
PB Loader Corporation
5778 W. Barstow • Fresno, California 93722-5024 • Telephone (559) 277-7370 • Fax (559) 277-7375 Toll free 800-350-8521 • Web www.pbloader.com
EXHIBIT NO. 1
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Purchasing Waiver
In compliance with Chapter 6 (Purchasing System) of Article II (Administration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):

Formal Bidding (Section 2611])
Written Contract (Section 2605(1)(iii))
Waiver is being recommended pursuant to the following exception as identified in CMC Section 2611:
[| (d) Emergency Purchasing (Section 2611(d))
[| (e) Sole Source Purchasing (Section 261 1(e))
[| (f) Piggyback Purchasing (Section 2611(f))
(g) Cooperative Purchasing (Section 2611(g))
[] (i) Other Purchases (Section 2611(i)(1) through (18)) if (f) or (g) are selected above, specify the master contract details:

Awarding Agency: Sourcewell Vendor: PB Loader Corporation Contract #: 080521-PBL Solicitation #: 080521
Contract Effective Date: 40/95/21 Contract Expiration: 40/11/2025 Specify the purchase details:

Amount: $154,884.17 Vendor: PB Loader Corporation
Written justification/description of purchase:

Purchase of two 2024 Ford F-150 Lightning Chassis per quote #12648R1. “Attach all relative documentation including, but not limited to vendor quote, statement of sole source justification on vendor letterhead, master contract agreement, etc.

Authorized Department Staff: Purchasing:

Signsture: 7) 77 g. hye
Date, 6/0/2025 — 07/09/2025
NameTitle: co 4 Lc bior jes Su p erviterten f-
EXHIBIT NO. 2
080521-PBL
Re
v. 3/2021 1
Solicitation Number: RFP #080521

CONTRACT
This C
ontract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and PB Loader Corporation, 5778 W. Barstow Ave., Fresno, CA 93722 (Supplier).

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

Sourcewell issued a public solicitation for Roadway Maintenance Equipment from which Supplier was awarded a contract.

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

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires October 11, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

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

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

EXHIBIT NO. 3
080521-PBL

Rev. 3/2021 2

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

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

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

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

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

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

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

3. PRICING

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

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

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

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

080521-PBL

Rev. 3/2021 3

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

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

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

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

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

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

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

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

4. PRODUCT AND PRICING CHANGE REQUESTS

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

At a minimum, the request must:

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

080521-PBL

Rev. 3/2021 4

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

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

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

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

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

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

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

6. PARTICIPATING ENTITY USE AND PURCHASING

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

080521-PBL

Rev. 3/2021 5

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

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

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

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

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

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

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

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

7. CUSTOMER SERVICE

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

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

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

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

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

The Report must contain the following fields:

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

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

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

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

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

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

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

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

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

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

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

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

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

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

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

11. INDEMNITY AND HOLD HARMLESS

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

12. GOVERNMENT DATA PRACTICES

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

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

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

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

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

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

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

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

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

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

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

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14. GOVERNING LAW, JURISDICTION, AND VENUE

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

15. FORCE MAJEURE

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

16. SEVERABILITY

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

17. PERFORMANCE, DEFAULT, AND REMEDIES

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

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

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

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

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

1. Nonperformance of contractual requirements, or

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

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

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

18. INSURANCE

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

1. Workers’ Compensation and Employer’s Liability.

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

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

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

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

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

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

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

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

Minimum Limits:
$2,000,000

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

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

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

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

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

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

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

19. COMPLIANCE

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

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

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

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

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

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

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

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

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

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

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

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

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names

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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation

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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

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T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell PB Loader Corporation

By: __________________________ By: __________________________ Jeremy Schwartz Jason Thompson
Title: Chief Procurement Officer Title: President

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________

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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 27. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER APPROVAL OF AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENTWITH CS & ASSOCIATES, INC TO PROVIDE ON-CALL PROFESSIONAL LABOR COMPLIANCE SERVICESFOR VARIOUS NEEDS TO THE PUBLIC WORKS DEPARTMENT (CITY COUNCIL) I. SUMMARY
The Engineering Division of the Public Works Department is responsible for the design and construction of a number of projects including several that are grant funded. In consideration of the limited internal staff resources and the signiﬁcant number of infrastructure projects currently underway, securing on-call labor compliance services is essential in ensuring that the City complies with its Project Labor Agreement (PLA) as well as requirements of other agencies such as the Federal Highway Administration, Caltrans, and the Department of Industrial Relations (DIR). At its September 2022 Council meeting, the City Council approved a three-year contract for a not-to-exceed contract sum of $300,000 with CS & Associates, Inc. (CS & Associates) to provide on-call professional labor compliance services, with one optional one (1) year extension period for an additional $100,000 at City’s election.

The initial contract with CS & Associates was established based on estimated needs at that time. However, due to the increasing number of capital projects programmed for the next ﬁscal years and other miscellaneous and related projects, the continuous and increased need for the services of the on-call compliance was determined to be necessary.

It is requested that the City Council approve Amendment No. 1 to the Contract Services Agreement with CS & Associates to provide on-call professional labor compliance services, by extending the term of the contract by one (1) additional year and increasing the contract by $100,000 for a new total not-to-exceed contract amount of $400,000.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 1 to the Contract Services Agreement with CS & Associates, Inc. for on-call professional labor compliance services extending the term by one (1) year and increasing the contract sum by $100,000 for a total not-to-exceed contract sum of $400,000.00.

2. AUTHORIZE the Mayor to execute Amendment No. 1 with CS & Associates, Inc. following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE Amendment No. 1 to the Contract Services Agreement with CS & Associates, Inc.

2. TAKE another action the City Council deems appropriate consistent with the requirements of the Law.

IV. BACKGROUND
The City retains the services of CS & Associates to provide professional labor compliance services to ensure compliance with the City's Project Labor Agreement (PLA) for various Capital Improvement Program (CIP) projects.

CS & Associates is responsible for administering and overseeing the projects subject to PLA to ensure compliance by its contractor(s), subcontractors, and others. Proper administration of the PLA is necessary to ensure City projects comply with the PLA and other requirements from other agencies without labor disruption such as strike, lockout, or slowdowns.

The Public Works Department released a Request for Proposals (RFP) 22-020 to engage on-call labor compliance consulting ﬁrms qualiﬁed to provide professional services for various City capital projects. At its September 2022 Council meeting, the City Council approved a three-year contract for a not-to-exceed contract sum of $300,000 with CS & Associates to provide on-call professional labor compliance services with one optional one (1) year extension period for an additional $100,000 at City’s election.

Due to the increased number of CIP projects that the City is planning to implement in the upcoming ﬁscal year, the continued and extended services of CS & Associates have become necessary. Their support is essential to ensure the City remains in compliance with the requirements outlined in the approved PLA. As project volume grows, consistent compliance monitoring to uphold regulatory obligations associated with these projects is needed.

Staff requests the City Council approve Amendment No. 1 to the Contract Services Agreement with CS & Associates to provide on-call professional labor compliance services, extending the term by one (1) year, increasing the contract sum by $100,000 for a new total not-to-exceed contract sum of $400,000.

V. FISCAL IMPACT
If the proposed amendment is approved, the CS & Associates, Inc. contract will be increased by an additional $100,000.00 for a new total not-to-exceed contract amount of $400,000.00.

Of the requested amendment, $24,470.00 will utilize funds currently allocated in the adopted FY 24/25 budget as follows:
101-55-593-138-6004 $10,000.00
101-99-999-904-6004 $14,470.00
The remaining requested funds will be allocated accordingly in the FY 25/26 budget within engineering professional services account 101-80-820-100-6004.

VI. EXHIBITS

1. CS & Associates, INC Original Contract

2. CS & Associates, INC Contract Amendment No. 1

Attachments
CS & Associates, INC Original Contract
CS & Associates, INC Contract Amendment No. 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
CS & ASSOCIATES, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this_lst_ day of January, 2023 by and between the CITY OF CARSON, a Califomia municipal corporation (“City”) and CS & ASSOCIATES, INC, a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01007.0001/804189.2 ~l-

- 1 -

AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment”) by and between the CITY OF CARSON, a California municipal corporation (“City”), and CS & ASSOCIATES, INC., a California corporation (“Consultant”), is effective as of the ___ day of ____________, 2025. City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

A. City and Consultant entered into that certain Agreement for Contract Services dated January 1, 2023 (“Agreement”), whereby Consultant agreed to perform on-call services to ensure City’s compliance with its Project Labor Agreement for a not-to-exceed Contract Sum of $300,000 over a term of three (3) year s. The Agreement provides for one optional one (1) year extension period for an additional $100,000 at City’s election.

B. City and Consultant now desire to amend the Agreement to extend the Term by one year, from December 31, 2025 to December 31, 2026, for an additional amount of $100,000, thereby increasing the Contract Sum from $300,000 to $400,000.

TERMS

1. C ontract Changes. The Agreement is amended as provided herein (new text is indicated in bold italics and deleted text in strikethrough).

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

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Four Three Hundred Thousand Dollars ($400,000.00$300,000.00) for the Term (the “Contract Sum”) , and One Hundred Thousand Dollars ($100,000.00) for the Extension Term if City’s option is exercised pursuant to Section 3.4, unless additional compensation is approved pursuant to Section

1.8.”
B. Section 3.4 ( Term) of the Agreement is hereby amended to read in its entirety as follows:
“3.4 Term.
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not - 2 -

exceeding fourthree (43) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”) (the “Term”). The City may, at its sole discretion, elect to extend the Term by one additional year (the “Extension Term”), for an amount not exceeding One Hundred Thousand Dollars ($100,000) for the Extension Term.” C. Section IV. of Exhibit “C” ( Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:
“IV. The total compensation for the Services shall not exceed $400,000.00$300,000.00 for the four initial three -year Term of this Agreement, and $100,000.00 for the Extension Term, as provided in Section 2.1 of this Agreement., and as amended in Exhibit “B.””

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 the Amendment to the Agreement.

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

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

4. Adequate Consideration. The parties hereto irrevocably stipula te and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

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.

6. Counterparts. This Amendment 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 - 3 -

signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 4 -

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

CITY:

CITY OF CARSON, a municipal
corporation

___________________________
Lula Davis-Holmes, Mayor
ATTEST:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

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

CS & ASSOCIATES , INC., a California
corporation
By:_____________________________
Name:

Title:

By:_____________________________
Name:

Title:

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.

01007.0006 2007092.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0006 2007092.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 17, 2025, 5:00 PM
CONSENT 28. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Administration Subject: CONSIDER APPROVING AMENDMENT NO. 7 TO PURCHASE AGREEMENT (C-22-202) ANDPURCHASE ORDER (22300822) WITH GOFORTH & MARTI TO PURCHASE, DELIVER, AND INSTALL OFFICEFURNITURE FOR THE CITY HALL BASEMENT AND THE PUBLIC WORKS CORPORATE YARD (CITYCOUNCIL) I. SUMMARY
On October 4, 2022, City entered into a purchase agreement with Goforth & Marti to deliver and install oﬃce furniture at City Hall. A subsequent Amendment No. 1 was entered into on June 20, 2023, for the fulﬁllment of various unforeseen changes to staff work areas that required modiﬁcations to the order. A second amendment was approved by City Council on September 19, 2023 to obtain furniture for the Community Center, Veterans Sports Complex, and the Clerk’s Oﬃce. A third amendment was approved on January 23, 2024 to obtain furniture for the remaining oﬃces on the second ﬂoor of City Hall supporting the City Council. A fourth amendment was approved on July 9, 2024 for furniture needed after the City’s basement renovation project at City Hall for a cost of $618,134.20 and to install both solid and glass walls as part of the same project for a cost of $466,480.96 totaling $1,084,615.16, bringing the adjusted total Agreement Price to $2,841,676.18. A ﬁfth amendment was approved on September 26, 2024 to purchase additional Goods for replacement of the counter in the City clerk's oﬃce at a cost $12,799.24, bringing the adjusted total Purchase Price to $2,854,475.42. A sixth amendment was approved on April 1, 2025 to allow City to purchase additional Goods, including desk and seating, storage, conference table, and custom gate to be used in the Mayor’s oﬃce and City’s Corporate Yard for a cost of $53,534.05, bringing the adjusted total Purchase Price to $2,908,009.47. Now, City and Seller seek to again amend the Agreement through this Amendment No. 7 to all City to purchase additional Goods, including workstations, seating and storage for the Public Works Administrative oﬃces at the City’s Corporate Yard and the City Hall Basement for a cost of $144,589.30, bringing the adjusted total Purchase Price to $3,052,598.70 (Exhibit 1).

Competitive bidding was not required under Carson’s Municipal Code, as the city was able to utilize the competitive bidding exception under Sections 2611(g) for cooperative purchasing.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 7 to the Purchase Agreement by and between the City of Carson and Goforth & Marti to purchase, deliver, and install oﬃce furniture for the City Hall Basement and the Public Works Corporation Yard for a cost of $144,589.30.

2. AUTHORIZE the Mayor to execute Amendment No. 7, following approval as to form by the City Attorney.

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

IV. BACKGROUND
Through an existing contract and subsequent amendments in both Fiscal Years 2022-23 and 2023-24, Goforth & Marti (dba G/M Business Interiors) was solicited to provide the City a detailed quotation and design for City Hall second ﬂoor workspaces. Goforth & Marti operates under a cooperative purchasing contract that permits streamlined procurement via existing competitive bidding completed by other government agencies. By utilizing a pre-established governmental cooperative agreement with the Omnia Partners (Contract No. 2020000608), the City was able to receive a tremendous, discounted price on all furnishings and delivery/installation labor.

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

On July 19, 2019, the City of Charlotte Department of Procurement issued RFP #296-2019-105 to establish a national cooperative contract for Furniture, Installation, and Related Products and Services. As the Principal Procurement Agency, it partnered with OMNIA Partners to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-proﬁt entities, and agencies for the public beneﬁt (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The City of Charlotte is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners.

The City’s Purchasing Manager has determined that the City of Charlotte and OMNIA Partners cooperative purchasing bidding process complies with the requirements of Section 2611(g) of the CMC and therefore waived the formal bidding process for purchase of furniture for City Hall through that program. In connection therewith, on October 4, 2022, City Council approved a purchase agreement with Goforth & Marti to purchase, deliver, and install oﬃce furniture at City Hall. Subsequent Amendment Nos. 1 through 5 were approved in the two following ﬁscal years, for the fulﬁllment of various additional staff workstations and required modiﬁcations in the Clerk's oﬃce, the Veterans Sports Complex, the Carson Events Center, and the City Hall Basement (currently under construction).

Now a seventh amendment is recommended for furniture needed in the City Hall Basement, and at the City's Corporate Yard Public Works Administration oﬃces for a cost of $144,589.30, bringing the adjusted total Agreement Price to $3,052,598.70 (Exhibit No. 1)

The City’s Purchasing Manager has determined this additional procurement from Goforth & Marti also complies with the cooperative purchasing requirements of Section 2611(g) of the CMC and therefore has again waived the formal bidding process for purchase of the desired additional furniture.

V. FISCAL IMPACT
There is no ﬁscal impact as suﬃcient funding for the proposed amendment has already been allocated in thecurrent Fiscal Year 2024-2025 adopted budget account: 101-80-801-100-6004 VI. EXHIBITS

1. Exhibit 1 - Amendment No. 7 to GM Purchasing Agreement

2. Exhibit 2 - (Exhibit A-8 to Amendment No. 7) GM Quote 240287 (PW Corp Yard) and GM Quote 241733 (IT Basement)

Attachments
Exhibit 1_Amendment 7 GM (2012237.1).pdf
Exhibit 2_ GM Quote 240287 & 241733_City of Carson.pdf
01007.0001 2012237.1 6/10/2025 1

AMENDMENT NO. 7

TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (“Amendment No. 7”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and GOFORTH & MARTI, a California corporation doing business as G/M Business Interiors (“Seller”), is effective as of the ____ day of _____________, 2025.

RECITALS
A. Section 2611(g) of the City’s Municipal Code (“CMC”) allows City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a cooperative purchasing program engaged in by any local, county, State, or Federal public entity or entities, even if the contracts and implementing agreements entered into by the participating entity or association under those cooperative purchasing programs were not entered into pursuant to a process that resulted in the contract being awarded to the lowest responsible and responsive bidder under CMC 2610(i); provided, that the selected bidder was selected in compliance with the competitive bidding or proposal process requirements of any part icipating entity or association within three years of City’s approval of the City contract entered into with the selected bidder via cooperative purchasing.

The City Council has made a determination that the benefits to City of utilizing cooperative purchasing outweigh any incremental higher price that may be paid by City in certain instances as a result of not soliciting directly utilizing the lowest responsible and responsive bidder standard under CMC 2610(i).

B. The City of Charlotte, North Carolina (“Charlotte”) is part of a cooperative purchasing program through which it entered into a contract with Herman Miller, Inc. referred to as CONTRACT #: 2020000622 after engaging in a proposal process in 2019 through RFP # 269- 2019-105 for purchase of furniture, installation and related products and services, whereby Charlotte now receives such products and services at a greatly discounted price. Such discounted price is now being made available to the City pursuant to Charlotte’s cooperative purchasing program.

C. Charlotte has designated OMNIA Partners as the administrative and marketing conduit for the distribution of CONTRACT #: 2020000622. CONTRACT #: 2020000622 provides that purchase orders and payments are to be issued directly to the local authorized Herman Miller, Inc. dealer.

D. Seller is an authorized reseller of certain Herman Miller, Inc. goods and services covered under RFP # 269-2019-105.

E. City and Seller entered into that certain Purchase Agreement dated October 4, 2022 (“Agreement”) whereby Seller agreed to sell and deliver to City and City agreed to purchase from Seller, certain Herman Miller, Inc. office furniture covered under RFP # 269-2019-105 for City’s use at City Hall (“Goods”) for a Purchase Price not to exceed $883,209.27. 01007.0001 2012237.1 6/10/2025 2

F. City and Seller entered into an amendment to the Agreement on June 20, 2023 (“Amendment No. 1”) to accommodate a change order to modify certain aspects of the Goods, in particular, to change the sliding door to a swing door for card reader access, thereby increasing the Purchase Price by $18,401.19 resulting in a new Purchase Price of $901,610.46.

G. City and Seller entered into another amendment to the Agreement on September 19, 2023 (“Amendment No. 2”) to allow City to purchase additional Goods to furnish:
(i) City Hall at a cost of $47,733.33, (ii) Veteran’s Sports Complex at a cost of $76,915.23, and (iii) the Community Center at a cost of $420,413.36, for a total additional cost of $545,061.92 bringing the adjusted total Purchase Price to $1,446,672.38.

H. City and Seller entered into another amendment to the Agreement on January 23, 2024 (“Amendment No. 3”) to allow City to purchase additional Goods primarily for the 2 nd floor
offices of City Hall at a cost of $310,388.64, bringing the adjusted total Purchase Price to $1,757,061.02.

I. City and Seller entered into another amendment to the Agreement on July 9, 2024 (“Amendment No. 4”) to allow City to purchase additional Goods in connection with City’s basement renovation project at City Hall for a cost of $618,134.20 and to install both solid and glass walls as part of the same project for a cost of $466,480.96, bringing the adjust ed total Purchase Price to $2,841,676.18.

J. City and Seller entered into another amendment to the Agreement on September 26, 2024 (“Amendment No. 5”) to allow City to purchase additional Goods for replacement of the counter in the City Clerk’s office at a cost of $12,799.24, bringing the adjusted total Purchase Price to $2,854,475.42.

K. City and Seller entered into another amendment to the Agreement on April 1, 2025 (“Amendment No. 6”) to allow City to purchase additional Goods , including desk and seating, storage, conference table, and custom gate to be used in the Mayor’s office and City’s Corporate Yard for a cost of $53,534.05, bringing the adjusted total Purchase Price to $2,908,009.47.

L. Now, City and Seller seek to again amend the Agreement through this Amendment No. 7 to allow City to purchase additional Goods, including workstations and desks to be used at City’s Corporate Yard and City Hall basement for a total not to exceed c ost of $144,589.30 ($121,053.68 for Corporate Yard and $23,535.62 for City Hall basement), bringing the adjusted total Purchase Price to $3,052,598.77.

TERMS

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

A. Section 1 (Purchase and Sale of Goods) of the Agreement is hereby amended to read in its entirety as follows:
01007.0001 2012237.1 6/10/2025 3

“1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the furniture and related ancillary services described herein and specified in Exhibit A, Exhibit A-1, Exhibit A -2, Exhibit A -3, Exhibit A -4, Exhibit A -5, Exhibit A -6, Exhibit A-7, and Exhibit A-8 and Exhibit A-9, attached hereto and incorporated herein by this reference (“Goods”), for the total purchase price ("Purchase Price") set forth in Section 3.” B. Section 2 (Description of Goods) of the Agreement is hereby amended to read in its entirety as follows:
“2. Description of Goods. The Goods being sold by Seller to City consists of a multitude of furniture items, together with ancillary delivery, warranty and installation and other services detailed in Exhibit A, Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7, and Exhibit A-8 and Exhibit A-9 with Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7, and Exhibit A-8 and Exhibit A-9 to serve as a change orders to the Goods listed in Exhibit A (all services performed under the Agreement shall hereinafter be referred to as “Services”). In performing the Services, Seller shall comply with all labor laws set out in Exhibit B, attached hereto and incorporated herein by this reference.”
C. Section 3 (Purchase Price) of the Agreement is hereby amended to read in its entirety as follows:
“3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods and their delivery and ancillary Services is not to exceed Three Two Million Fifty Two Nine Hundred Eight Thousand Five Hundred Ninety Eight Nine Dollars and Seventy Forty Seven Cents ( $3,052,598.77$2,908,009.47), as provided in further detail in Exhibit A, Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A- 6, and Exhibit A-7, and Exhibit A-8 and Exhibit A-9.”
D. Section 25 (Exhibit A) of the Agreement is hereby amended to read in its entirety as follows:
“25. Exhibit A. The Parties acknowledge and understand that Exhibit A , Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7, and Exhibit A-8 and Exhibit A-9 are strictly intended to set forth the particulars that will comprise the Goods, Services and associated pricing, and that any text contained in Exhibit A, Exhibit A- 1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7, and Exhibit A- 8 and Exhibit A -9 that may otherwise be construed to be of legal significance (“Extraneous Text”) will be disregarded by the Parties. Additionally, in the event either Party or any court of competent jurisdiction takes the position that any Extraneous Text is not to be disregarded and in fact ought to be made part of this Agreement, to the extent of any conflict between this Agreement minus Exhibit A, Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6 and Exhibit A-7, and Exhibit A-8 and Exhibit A-9 on the one hand, and Exhibit A, Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7, and Exhibit A-8 and Exhibit A-9 on the other hand, the former shall prevail.” 01007.0001 2012237.1 6/10/2025 4

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 7, all provisions of the Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 7, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 7, Amendment No. 6, Amendment No. 5, Amendment No. 4, Amendment No. 3, Amendment No. 2 and Amendment No. 1.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 7, 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. 7, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 7.

5. Authority. The persons executing this Amendment No. 7 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. 7 on behalf of said party, (iii) by so executing this Amendment No. 7, such party is formally bound to the provisions of this Amendment No. 6, and (iv) the entering into this Amendment No. 7 does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment No. 7 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. 7.

01007.0001 2012237.1 6/10/2025 5

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 7 on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

__________________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

__________________________________
Sunny K. Soltani, City Attorney
[rjl]

CONTRACTOR:

GOFORTH & MARTI, a California corporation
doing business as G/M Business Interiors

*BY:___________________________________
Name: Laurinda P. Easley
Title: President/CEO/Secretary

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

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

01007.0001 2012237.1 6/10/2025 6

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001 2012237.1 6/10/2025 A-1

EXHIBIT A

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 206811 FOR $883,209.27
(CITY HALL)

01007.0001 2012237.1 6/10/2025 A-2

EXHIBIT A-1

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 216401 FOR $18,401.19
(CITY HALL)

01007.0001 2012237.1 6/10/2025 A-3

EXHIBIT A-2

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 218664 FOR $47,733.33
(CITY HALL)

01007.0001 2012237.1 6/10/2025 A-4

EXHIBIT A-3

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 216328 FOR $76,915.23
(VETERAN’S SPORTS COMPLEX)

01007.0001 2012237.1 6/10/2025 A-5

EXHIBIT A-4

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 213153 FOR $420,413.36 AND FABRIC FINISHES (COMMUNITY CENTER)

01007.0001 2012237.1 6/10/2025 A-6

EXHIBIT A-5

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 222508 FOR $310,388.64
(CITY HALL)

01007.0001 2012237.1 6/10/2025 A-7

EXHIBIT A-6

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 211023 FOR $618,134.20
SEE ATTACHED QUOTATION DATED JUNE 13, 2024 FOR $466,480.96 (CITY HALL)

01007.0001 2012237.1 6/10/2025 A-8

EXHIBIT A-7

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 229313 FOR $12,799.24
(CITY HALL)

01007.0001 2012237.1 6/10/2025 A-9

EXHIBIT A-8

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 230637 DATED MARCH 13, 2025 FOR $24,389.92 SEE ATTACHED QUOTATION 238638 DATED MARCH 10, 2025 FOR $29,144.13 (MAYOR’S OFFICE AND CORPORATE YARD)

01007.0001 2012237.1 6/10/2025 A-10

EXHIBIT A-9

DESCRIPTION OF GOODS, SERVICES AND PRICING
SEE ATTACHED QUOTATION 240287 FOR $121,053.68
SEE ATTACHED QUOTATION 241733 FOR $23,535.62
(CORPORATE YARD AND CITY HALL BASEMENT)
Project ID / Who & Where
FACILITIES/CORPORATE YARD REMODEL 2402875/29/2025
SHIP TO:

CARSON (S BROADWAY) CITY OF CARSON
18620 S Broadway
CARSON CA 90248
Phone:

Fax:
(310)847-3561
BILL TO: 11006

CITY OF CARSON
701 E CARSON ST
CARSON CA 90745
Phone:

Fax:

DIANA GALANDIANA GALAN (310)847-3561
Systems Desk Units Tables Files Chairs Ancillary14 10 0 0 0 43Product Counts:

QuotationDate:

Storage 0
COUNTY OF ORANGE MASTER CONTRACT RCA-017-22010154
SUBORDINATE CONTRACT NUMBER:

CLIENT PO NUMBER: TBD
G/M BUSINESS INTERIORS TAX ID: 95-2091271
PROJECT# TBD
PRODUCT TYPE: HMI CANVAS AND OE1 WORKSTATIONS, TU STORAGE, KNOLL DIVIDENDS WORKSTATIONS WITH

STORAGE
WORKSTATION QTY# 14
DESKING UNITS QTY# 10
FOR: FACILITIES/CORPORATE YARD REMODEL
**************PROJECT START DATE: TBD
**************CUSTOMER MOVE-IN DATE: TBD
**NO REMOVAL OF EXISTING PRODUCT**
SCOPE OF WORK:
1) DESIGN SYSTEMS FURNITURE WHICH INCLUDES FIELD RESEARCH, PROGRAMMING

WORKSTATIONS, MAKING COLOR SELECTIONS, PRODUCING ALL DRAWINGS, PRODUCT

SPECIFICATIONS FOR REVIEW AND APPROVAL
Product Summary / Scope of Work
GRAND TOTAL $121,053.68
Account Executive: Brian Ogden Project PAS: Bobbi Yount 800-686-6583 800-686-6583 Fax: 951-684-0837
Page: 1
http://www.gmbi.net
([email protected])
AMA: Lyzette Perez ([email protected])
9750 Irvine Blvd, Suite 108, Irvine CA, 92618
G/M Business Interiors
2) COORDINATE AND PROJECT MANAGE ASSEMBLY OF SYSTEMS FURNITURE AND SUPPLY

ELECTRICAL AND DATA INFORMATION WHERE APPLICABLE
3) G/M SERVICES QUOTED AS (04) TRIPS DURING NORMAL BUSINESS HOURS 4) COORDINATE ALL SERVICES WITH: DIANA GALAN @ 310-847-3561 **NOTE: QUOTE WILL NEED TO BE ADJUSTED IF SERVICES TO TAKE PLACE AFTER BUSINESS HOURS, OR DURING

THE WEEKEND
**DESIGN SERVICES BREAKDOWN**
PREVAILING WAGE NON TAXABLE DESIGN SERVICES: (16) HRS @ $55/HR = $880.00 **SPECIAL PROJECT MANAGEMENT BREAKDOWN**
PREVAILING WAGE NON TAXABLE LABOR SERVICES: (25) HRS @ $75/HR = $1,875.00 CUSTOMER NET TOTAL: $121,053.68
LEAD TIME: 6-8 WEEKS
Quotation # 240287G/M
1 65,267.00 65,267.00 24,556.27
Sell ExtSellList ExtList

LOT PRIVATE OFFICES
Who/What/Where
24,556.27
BOM
A
BOM: See Attached Bill of Materials
115Piece Count:
.00.00.00.00
FreightTaxable Srvcs.Non-Tax Srvcs.Description:
(10) EA HMI L SHAPED HEIGHT ADJUSTABLE DESKS WITH

MOBILE PEDESTALS WITH CUSHION TOPS
(01) EA HMI CANVAS PANEL SEPARATION
Design Fee
1 239,447.00 239,447.00 82,501.36
Sell ExtSellList ExtList

LOT WORKSTATIONS
Who/What/Where
82,501.36
BOM
B
BOM: See Attached Bill of Materials
477Piece Count:
.00.00.00.00
FreightTaxable Srvcs.Non-Tax Srvcs.Description:
(12) EA KNOLL DIVIDENDS L SHAPED WORKSTATIONS WITH

LOWER STORAGE
(01) EA HMI OE1 MICRO PACK WORKSTATIONS WITH PRIVACY

SCREENS
(01) EA HMI FIXED WORKSTATION, 30X84
Design Fee
Account Executive: Brian Ogden Project PAS: Bobbi Yount 800-686-6583 800-686-6583 Fax: 951-684-0837
Page: 2
http://www.gmbi.net
([email protected])
AMA: Lyzette Perez ([email protected])
9750 Irvine Blvd, Suite 108, Irvine CA, 92618
G/M Business Interiors
Quotation # 240287G/M
0 .00 .00 .00
Sell ExtSellList ExtList
LOT Z G/M Services
Who/What/Where
.00
BOM
C
BOM: See Attached Bill of Materials
Piece Count:
880.00.00.001,875.00
FreightTaxable Srvcs.Non-Tax Srvcs.Description:
**DESIGN SERVICES BREAKDOWN**
PREVAILING WAGE NON TAXABLE DESIGN SERVICES: (16)
HRS @ $55/HR = $880
**SPECIAL PROJECT MANAGEMENT BREAKDOWN**
PREVAILING WAGE NON TAXABLE LABOR SERVICES: (25) HRS
@ $75/HR = $1,875.00
G/M Furniture Planning Services, if applicable, include field measurements, drawing AutoCAD building shells, developing typical workstations and private office standards, space planning typicals into the floorplan, developing furniture color schemes, order specifications and receiving client approvals for all drawings and color schemes for order entry.

G/M Project Management Services include drawings and field measure checks, order scheduling & routing, electrical
consulting with contractors,field checks,monitoring construction progress along with delivery, assembly, punchlist coordination through final completion.

G/M Project Services include receiving and inspecting of each product, shipping damage adjudication with vendors,
transporting product if applicable, staging of products, delivery, setting in place of all furniture, level clean and polishing of all items, vacuum floors and recycling of all waste products associated with the furniture project.

G/M Punchlist Services include formulation of the project punchlist, ordering and receiving of punchlist products, and delivery and assembly to finalize the punchlist and project.

G/M Warranty Services Department is provided to offer clients our no-charge warranty service work for all furniture protected under valid factory warranties. G/M maintains electronic copies of our Client's invoices for warranty enforcement. For service requests, our Warranty Department may be contacted via e-mail at [email protected]
Design Fee
Account Executive: Brian Ogden Project PAS: Bobbi Yount 800-686-6583 800-686-6583 Fax: 951-684-0837
Page: 3
http://www.gmbi.net
([email protected])
AMA: Lyzette Perez ([email protected])
9750 Irvine Blvd, Suite 108, Irvine CA, 92618
G/M Business Interiors
FabricDate Product images are representational only. Fabrics, finish es and specifications may be different than what is pictured.

G|M Business Interiors Elevate your Workplace TM
Please initial & date
here as approval
City of Carson
Quote# 240287
Facilities/Corporate Yard Remodel

Page 1 ends

Carson City CouncilJune 17, 2025

Carson City Council
June 17, 2025