Agenda packet — Carson City Council, July 1, 2025 (part 3 of 3)

4. The following definition is added to the
DEFINITIONS Section:

Written contract requiring insurance" means that
part of any written contract under which you are
required to include a person or organization as an
additional insured on this Coverage Part,
provided that the " bodily injury" and " property
damage" occurs and the " personal injury" is
caused by an offense committed:
a. After you have signed that written contract;
b. While that part of the written contract is in
effect; and
c. Before the end of the policy period.
2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AUTO COVERAGE PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BLANKET ADDITIONAL INSURED
B. EMPLOYEE HIRED AUTO
C. EMPLOYEES AS INSURED
D. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
E. TRAILERS — INCREASED LOAD CAPACITY
F. HIRED AUTO PHYSICAL DAMAGE
G. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
A. BLANKET ADDITIONAL INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the " bodily injury" or
property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional insured is an " insured" for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent that
person or organization qualifies as an " insured"
under the Who Is An Insured provision contained
in Section II .

B. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — COV-
ERED AUTOS LIABILITY COVERAGE:

An " employee" of yours is an " insured" while
operating a covered " auto" hired or rented
under a contract or agreement in an " em-
ployee's" name, with your permission, while
H. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT — INCREASED LIMIT
I. WAIVER OF DEDUCTIBLE — GLASS
J. PERSONAL PROPERTY
K. AIRBAGS
L. AUTO LOAN LEASE GAP
M. BLANKET WAIVER OF SUBROGATION
performing duties related to the conduct of
your business.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV — BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered " autos" you own:
1) Any covered " auto" you lease, hire,
rent or borrow; and
2) Any covered " auto" hired or rented by
your " employee" under a contract in
an " employee's" name, with your
permission, while performing duties
related to the conduct of your busi-
ness.

However, any " auto" that is leased, hired,
rented or borrowed with a driver is not a
covered " auto".

C. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

COMMERCIAL AUTO
Any " employee" of yours is an " insured" while us-
ing a covered " auto" you don't own, hire or borrow
in your business or your personal affairs.

D. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2) of
SECTION II — COVERED AUTOS LIABILITY
COVERAGE:
2) Up to $ 3,000 for cost of bail bonds ( in-
cluding bonds for related traffic law viola-
tions) required because of an " accident"
we cover. We do not have to furnish
these bonds.

2. The following replaces Paragraph A.2.a.(4) of
SECTION II — COVERED AUTOS LIABILITY
COVERAGE:
4) All reasonable expenses incurred by the
insured" at our request, including actual
loss of earnings up to $ 500 a day be-
cause of time off from work.

E. TRAILERS — INCREASED LOAD CAPACITY
The following replaces Paragraph C.1. of SEC-
TION I — COVERED AUTOS:

1. " Trailers" with a load capacity of 3,000
pounds or less designed primarily for travel
on public roads.

F. HIRED AUTO PHYSICAL DAMAGE
The following is added to Paragraph A.4., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:

Hired Auto Physical Damage Coverage
If hired " autos" are covered " autos" for Covered
Autos Liability Coverage but not covered " autos"
for Physical Damage Coverage, and this policy
also provides Physical Damage Coverage for an
owned " auto", then the Physical Damage Cover-
age is extended to " autos" that you hire, rent or
borrow subject to the following:
1) The most we will pay for " loss" to any one
auto" that you hire, rent or borrow is the
lesser of:
a) $ 50,000;
b) The actual cash value of the damaged or
stolen property as of the time of the
loss"; or
c) The cost of repairing or replacing the
damaged or stolen property with other
property of like kind and quality.
2) An adjustment for depreciation and physical
condition will be made in determining actual
cash value in the event of a total " loss".
3) If a repair or replacement results in better
than like kind or quality, we will not pay for the
amount of betterment.
4) A deductible equal to the highest Physical
Damage deductible applicable to any owned
covered " auto".
5) This Coverage Extension does not apply to:
a) Any " auto" that is hired, rented or bor-
rowed with a driver; or
b) Any " auto" that is hired, rented or bor-
rowed from your " employee".

G. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III — PHYSICAL DAMAGE COVER-
AGE:

We will pay up to $ 50 per day to a maximum of
1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered " auto" of the private passenger type.

H. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT — INCREASED LIMIT
Paragraph C.1.b. of SECTION III — PHYSICAL
DAMAGE COVERAGE is deleted.

I. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

No deductible for a covered " auto" will apply to
glass damage if the glass is repaired rather than
replaced.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:

Personal Property Coverage
We will pay up to $ 400 for " loss" to wearing ap-
parel and other personal property which is:
1) Owned by an " insured"; and
2) In or on your covered " auto".

This coverage only applies in the event of a total
theft of your covered " auto".

No deductibles apply to Personal Property cover-
age.

Page 2 of 3 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL AUTO
K. AIRBAGS
The following is added to Paragraph B.3., Exclu-
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

Exclusion 3.a. does not apply to " loss" to one or
more airbags in a covered " auto" you own that in-
flate due to a cause other than a cause of " loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that " auto" is a covered " auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $ 1,000 for any
one " loss".

L. AUTO LOAN LEASE GAP
The following is added to Paragraph A.4., Cover-
age Extensions, of SECTION 111 — PHYSICAL
DAMAGE COVERAGE:

Auto Loan Lease Gap Coverage for Private
Passenger Type Vehicles
In the event of a total " loss" to a covered " auto" of the private passenger type shown in the Schedule
or Declarations for which Physical Damage Cov-
erage is provided, we will pay any unpaid amount
due on the lease or loan for such covered " auto"
less the following:
1) The amount paid under the Physical Damage
Coverage Section of the policy for that " auto";
and
CA T4 20 02 15
2) Any:
a) Overdue lease or loan payments at the
time of the " loss";
b) Financial penalties imposed under a
lease for excessive use, abnormal wear
and tear or high mileage;
c) Security deposits not returned by the les-
sor;
d) Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or
lease; and
e) Carry-over balances from previous loans
or leases.

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS:

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex-
tent required of you by a written contract exe-
cuted prior to any " accident" or " loss", pro-
vided that the " accident" or " loss" arises out of
the operations contemplated by such con-
tract. The waiver applies only to the person or
organization designated in such contract.
2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

TRAVELERS)

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER: UB-9K77696A-23-47-G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA

BLANKET WAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium.

Person or Organization

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

Schedule

ENGINEERS
Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective Policy No. Endorsement No.

Insured Premium
Insurance Company Countersigned by
DATE OF ISSUE: 04-03-23 ST ASSIGN: Page 1 of 1

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also.

Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non - Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and non-
contributory basis, this insurance is primary to
other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
1) The " bodily injury" or " property damage" for
which coverage is sought occurs; and
2) The " personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute
the earned premium for that period and send
notice to the first Named Insured. The due date
for audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium, we will return the excess to the first
Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or regulations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
Separately to each insured against whom claim
is made or " suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us. The insured must
do nothing after loss to impair them. At our request,
the insured will bring " suit" or transfer those rights to us and help us enforce them.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal
not less than 30 days before the expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V — DEFINITIONS

1. b.

Advertisement" means a notice that is broadcast or
published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

Page 16 of 21 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

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

Z & K CONSULTANTS
,
INC.,
a

California corporation
(“Con
sultant
”)
,
is effective
as of the
___

day of
_____
_______
,
202
5 .

City and Consultant are sometimes hereinafter
individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

City and Con
sultant

entered into that certain Agr
eement for Contract Services

dated
January 1
,
202
4 (“Agreement”)
,

whereby Consultant agreed to

perform

on
-
call
project manager
services
for a

not
-
to
-
exceed
Contract Sum of $
615,776.00

for the Term spanning from January 1,
2024 to June 30, 2026
, with
two

optional one (1) year extension period
s
.

The
C
ontract
S
um will need to be increased by
$
93,200.00

because the original
budgeted amount was estimated based on certain
City projects
anticipated to be
needed
, but now
City
’s needs for project management services have expanded which in turn necessitates increased
work needed by Consultant.

C
.

City and Con
sultant
now desire to amend the Agreement to

increase the Contract
Sum by
$
93,200.00
from $
615,776.00
to
$
708,976.00
.

Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless

the amendment
concerns a change order under Section 2601(d) of the CMC in which event bidding will no t be
required irrespective of the amount of the change order.

This Amendment

qualifies as a change order because it concerns a change to the price arising out of reasonably unforeseeable circumstances borne out of the original scope of the Agreement.

TERMS

1. C
ontract Changes
. The Agreement is amended as provided herein

(new text
is
indicated
in
bold italics

and deleted text in
strikethrough
).

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

Seven Hundred Eight Thousand

2 -

Nine Hundred Seventy Six Dollars and Zero Cents ($708,976.00) Six Hundred Fifteen
Thousand Seven Hundred Seventy Six Dollars and Zero Cents ( $615
,776
.00
)
(the
“Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

In
the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase consistent with the additional not to exceed compensation applicable to each Extension Term, as set out in in Exhibit “C.”

B
.

Section I. of E
xhibit “C” (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:

“
The not to exceed compensation amounts are as follows:

J
anuary

1, 2024 through June 30, 20
24:

$
120
,
250
.00

July 1, 202
4 through June 30, 202
5:

$
245
,
310
.00
*

July 1, 202
5 through June 30, 202
6:

$250,216.00*

$343,416.00

Total:

$615,776.00

$708,976.00

July 1, 202
6 through June 30, 202
7:

$2
55 ,
220
.00 (extension period)
*

July 1, 202
7 through June 30, 202
8:

$2
60 ,
324.00

(extension period)
*

*Amount reflects 2% increase from prior year.
”

Section IV. of E
xhibit “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 $
708,976.00

$
615,776.00

as provided
in Section 2.1 of this Agreement.
”

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
Con
sultant

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 ther e 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.

Con
sultant

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

3 -

the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Con
sultant

that, as of the date of this Amendment,
Con
sultant

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
a
greement 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
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

[
ahl;
rjl
]

CONTRACTOR:

Z&K CONSULTANTS
,
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 2011741.3

CALIFORNIA ALL
-

PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF

LOS ANGELES

On __________,
202
5 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL

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

CAPACITY CLAIMED BY SIGNER

DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

_______________________________

TITLE(S)

PARTNER(S)

LIMITED

GENERAL

ATTORNEY
-
IN
-
FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR

OTHER_______________________________

______________________________________

SIGNER IS REPRESENTING:

(NAME OF PERSON(S) OR ENTITY(IES))

_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT

___________________________________

NUMBER OF PAGES

___________________________________

DATE OF DOCUMENT

___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

document.

01007.0006 2011741.3

CALIFORNIA ALL
-

PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF

LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL

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

CAPACITY CLAIMED BY SIGNER

DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

_______________________________

TITLE(S)

PARTNER(S)

LIMITED

GENERAL

ATTORNEY
-
IN
-
FACT

TRUSTEE(S)

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.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, July 1, 2025, 5:00 PM
CONSENT 21. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER ADOPTION OF RESOLUTION 25-080, APPROVING THE CITY OF CARSONSTREETSCAPE MASTER PLAN (CITY COUNCIL) I. SUMMARY
The City of Carson (City) is undertaking Project No. 1715: Medians Plan: Construct & Relandscape Center Medians.

As part of this project, the City of Carson Streetscape Master Plan (Master Plan) was developed by Breen Design Group and Community Works Design Group, working with City Staff. The Master Plan provides special urban design to the City, to enhance the urban greenscape, and to improve and protect the future visual quality of the City of Carson. The conceptual designs and design details illustrate the approved “Tool Box” for all new streetscape corridor/parkway projects administered by the City’s Public Works Department. The Master plan encompasses established criteria for the selection of plants, hardscape, and softscape, and other improvements located within the public median rights-of-way throughout the City.

II. RECOMMENDATION
Waive further reading and ADOPT Resolution 25-080, “A RESOLUTION OF THE CITY COUNCIL OF THE CITYOF CARSON, CALIFORNIA, APPROVING THE CITY OF CARSON STREETSCAPE MASTER PLAN ” III. ALTERNATIVES
TAKE another action the City Council deems appropriate and consistent with the requirements of the law.

IV. BACKGROUND
The City’s Capital Improvement Program (CIP) calls for the development of Project No. 1715: Medians Plan:Construct & Relandscape Center Medians. In a concerted effort to invest in the long-term aesthetic quality of themedians within the City, the City worked closely with the consultant team of Breen Design Group and CommunityWorks Design Group to develop the Master Plan. The goal of the Master Plan was to establish a vision for howmedians and other areas within public rights-of-way throughout the City could be beautified in a systematic andsustainable fashion, developing design motifs and criteria for future projects to follow.

The Master Plan establishes conceptual median designs, specific to four different land use characterizationsincluding: Civic Land Use, Commercial Land Use, Industrial Land Use, and Residential Land Use. Each conceptualmedian design includes plants (e.g., trees, shrubs, and groundcovers) and hardscape (e.g., maintenance bands,decorative boulders, decomposed granite, and stamped concrete).

The plant and color palette established with the City of Carson Streetscape Master Plan was presented to andapproved by the Public Works Commission on July 8, 2024. This plant and color palette, along with other elementsof the plan, was presented to and approved by the Planning Commission on October 22, 2024.

It is anticipated that the Master Plan be used as a reference for Community Development to condition approval ofprojects on the installation of plants and hardscape within private and public right-of-way.

V. FISCAL IMPACT
None
VI. EXHIBITS

1. Resolution 25-080

2. The City of Carson Streetscape Master Plan

Attachments
Exhibit 1 Resolution 25-080.pdf
Exhibit 2 Carson Streetscape Master Plan.pdf

RESOLUTION NO. 25-080

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

APPROVING THE CITY OF CARSON STREETSCAPE MASTER PLAN

WHEREAS, this Streetscape Master Plan was developed by Breen Design Group and Community Works Design Group, working with City Staff. The Streetscape Master Plan provides special urban design to the City, to enhance the urban greenscape, and to improve and protect the future visual quality of the City of Carson. The conceptual designs and design details illustrate the approved “Tool Box” for all new streetscape corridor/parkway projects administered by the City’s Public Works Department.

WHEREAS, the City Council wishes to approve the Streetscape Master Plan.

THE CITY COUNCIL OF THE CITY OF CARSON DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City of Carson hereby adopts and approves the City of Carson Streetscape Master Plan, attached hereto as Exhibit “A” and made part of this Resolution.

Section 2. The City Council declares that, should any provision, section, paragraph, sentence or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Resolution as hereby adopted shall remain in full force and effect.

Section 3. The City Clerk shall certify to the adoption of this resolution and enter it into the book of original Resolutions.

Section 4. This Resolution shall be effective immediately upon its adoption.

PASSED, APPROVED, AND ADOPTED this 1
st day of July, 2025.

APPROVED AS TO FORM: CITY OF CARSON:

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

ATTEST:

_______________________________
Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )

I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-080 adopted by the City of Carson City Council at its meeting held on July 1, 2025, by the following vote:

AYES: COUNCIL MEMBERS: None
NOES: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMEBES: None
ABSENT: COUNCIL MEMBERS: None

_________________________________________
Dr. Khaleah K. Bradshaw, City Clerk

EXHIBIT “A”

CITY OF CARSON

STREETSCAPE MASTER PLAN

SEE ATTACHED
Ct. -.·
T EET
A TE
JUNE 2025
BREEN

DESIGN GROUP

1 I INTRODUCTION
This Streetscape Master Plan represents the adopted "Vision" (City Council, 2024) for the future of the City of Carson medians. Located in the heart of Los Angeles County, California, the vibrant City of Carson is a thriving community of approximately 100,000 residents spread over 19 dynamic square miles.

Renowned for its diverse and rich cultural tapestry, Carson boasts an enviable standard of living underpinned by an exceptional parks and recreation system, offering endless opportunities for leisure and entertainment. The city is not only a residential haven but also a bustling commercial hub, hosting numerous major corporations and the esteemed California State University, Dominguez Hills. Governed by a dedicated five-member council and operating under the efficient council-manager form of government, Carson is a model of progressive urban planning and community involvement.

Embracing its diverse population and forward-thinking ethos, the city proudly upholds the motto"Future Unlimited"ref1ecting its continual commitment to growth, innovation, and an ever-brightening horizon.

The Streetscape Master Plan has been created to meet the goal of providing this special urban design for the City, to enhance the urban greenscape, and to improve and protect the future visual quality of the City of Carson. The conceptual designs and design details illustrate the approved "Tool Box"for all new streetscape corridor/parkway projects administered by the City's Public Works Team.

In 2021, Carson was named as a Tree City USA by the Arbor Day Foundation. With an urban forest of over 18,000 trees in Carson, the very important job of protecting it is carried out by the Public Works Section's Urban Forestry Program. Consequently, these Standards focus particularly on increasing and improving the inventory of trees in the community. Consideration and attention have been given to the preservation and protection of existing healthy trees, especially in the residential parkways. The Streetscape Master Plan also encourage the use of appropriate species of canopy trees in the street medians. Consistent, yet distinct streetscape corridors will be created through the use of cohesive median design by land use zoning throughout the City.

The Streetscape Master plan encompass established criteria for the selection of plants, hardscape and softscape, and other improvements located within the public median rights-of-way throughout the City. It is a dynamic document intended as a framework to guide the installation of certain public rightsof-way improvements and the preservation of those already existing.

CITY OF CARSON - STREETSCAPE MASTER PLAN
•-------------

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, July 1, 2025, 5:00 PM
CONSENT 22. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER APPROVAL OF AMENDMENT NO. 2 TO FCG CONSULTANTS INC AGREEMENT TOPROVIDE ON-CALL PROFESSIONAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES TO THEPUBLIC WORKS DEPARTMENT (CITY COUNCIL) I. SUMMARY
In 2023, the initial contract with the Construction Management ﬁrm, FCG Consultants Inc., was established based on estimated needs at that time. However, due to limited deﬁnition of speciﬁc projects during the initial solicitation, the total scope was not fully determined. Since then, the construction projects that the Construction Management ﬁrm is managing have been further deﬁned, highlighting a need for additional funding to ensure comprehensive oversight and project quality, and a need to enter into an amendment to the contract to incorporate the same.

Staff requests amending the agreement with FCG Consultants Inc. increasing the contract sum by $255,000.00 for a total contract sum of $1,137,635.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 2 with FCG Consultants Inc. for Construction Management Construction Inspection services increasing the contract sum by $255,000.00 for a total contract sum of $1,137,635.00.

2. AUTHORIZE the Mayor to execute contract Amendment No. 2 with FCG Consultants Inc. following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE the above recommendations.

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

IV. BACKGROUND
The Public Works Department is responsible for the implementation of the Capital Improvement Program (CIP) through design and construction. The ﬁve-year CIP mostly consists of several improvements to the City’s bikeways, building facilities, parks, roadway infrastructure and stormwater systems. The complexity and number of projects listed on the City’s CIP have increased as compared to the previously approved 5-year CIP plans. Given the higher demand for CIP projects, there is an increased need for on-call consultants to assist with the management of projects.

In July 2023, staff issued a Request for Proposals (RFP) for on-call ﬁrms to provide Construction Management and Construction Inspection (CMCI) services. On November 18, 2023, the City Council awarded a contract to FCG Consultants Inc. for a not to exceed amount of $482,635.00, and effective until June 30, 2026 (Exhibit No. 1).

During the initial process with CMCI ﬁrm in 2023, staff outlined a provisional scope of work valued at $286,520.00 valid through FY 24/25, and scope of work valued at $196,115.00 valid through FY 25/26 for a total of $482,635.00 valid until June 30, 2026 anticipating that the CMCI ﬁrms would support construction projects expected but not yet fully scoped or scheduled. As these projects have since been further developed, it has become clear that the CMCI ﬁrms' services need to expand to accommodate the scope, complexity, and timelines of these more precisely deﬁned projects. Since the initial engagement. FCG Consultants Inc. has been selected to oversee the construction of Mills Park, Anderson Park and Community Center Courtyard as well as inspection services of right of way permits. These projects and task orders, have a combined construction cost over $48 million, all of which are considered priority for the City’s facility improvements.

In January 2025, Amendment No. 1 was brought to Council for approval, increasing the contract by $400,000.00 for a not-to-exceed contract total amount of $882,635.00 (Exhibit No. 2).

During the recent construction activities, multiple previously unknown utility lines and structures, both active and abandoned, were discovered at several job sites. These conﬂicts were not identiﬁed in the original site surveys or utility records and have signiﬁcantly impacted the work schedule and required scope. The discovery of unknown utility line and structure conﬂicts necessitated additional investigation, redesign coordination, and the implementation of revised construction sequences to avoid service disruptions and ensure public safety. These changes required the construction management ﬁrm to:

Provide extended on-site support beyond the original schedule; Coordinate additional utility locations and surveys;
Manage change orders and negotiate contractor claims;
Support the re-design and permitting efforts where alignment or routing had to be changed.

The ﬁrm had submitted a detailed cost proposal outlining the additional hours and resources expended to manage these issues. Staff has reviewed and veriﬁed the validity of the proposed additional scope and ﬁnds the requests reasonable and necessary for the continued management of the impacted projects.

The unforeseen utility and structures conﬂicts have introduced unavoidable challenges that require additional professional management to ensure timely and safe completion of the City’s parks projects.

Now, staff is requesting an additional $255,000.00 for FCG Consultants Inc. Approval of amendment to the contract will allow both ﬁrms to continue oversight of accurate implementation of the project plans and speciﬁcations, adhering to construction schedules, compliance with City and safety regulations, inspection of construction quality, and coordination with various stakeholders to ensure timely project delivery.

Staff recommends amending the agreement with FCG Consultants Inc. increasing the contract sum by $255,000.00 for a total contract sum of $1,137,635.00 (Exhibit No. 3) to support the continued services.

V. FISCAL IMPACT
If the proposed amendment is approved, the FCG Consultants Inc. contract will be increased by an additional $255,000.00 for a new total not-to-exceed contract amount of $1,137,635.00.

The contract amendment will utilize funds allocated in the adopted FY 25/26 budget using engineering professional services account 101-80-820-100-6004.

VI. EXHIBITS

1. FCG Consultants Inc. Original Contract

2. FCG Consultants Inc. Contract Amendment No. 1

3. FCG Consultants Inc. Contract Amendment No. 2

Attachments
Exhibit No.1 FCG Consultants Inc. Original Contract.pdf Exhibit No. 2 FCG Consultants Inc. Contract Amendment No. 1.pdf Exhibit No. 3 FCG Consultants Inc. Amendment No. 2.pdf

AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACT
SERVICES (<Amendment No. 1=) by and between the CITY OF CARSON, a California municipal corporation (<City=) and FCG CONSULTANTS INC., a California corporation (<Consultant=), is effective as of the 21st day of January, 2025. City and Consultant are sometimes hereinafter individually referred to as <Party= and collectively referred to as the <Parties.=

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated January 1, 2024 (<Agreement=), whereby Consultant agreed to provide City construction management and inspection services on an on-call basis for a two and one-half year term commencing January 1, 2024 and expiring June 30, 2026, for $482,635.00, with two additional options to extend by one year each.

B. Since commencement of the Term, Consultant has been selected and tasked to oversee the construction of Anderson Park and Community Center Courtyard as well as provide inspection services for right of way permits (<Additional Services=), and as such, an additional $400,000.00 needs to be allocated to this Agreement to allow Consultant to perform such services through June 30, 2025.

Ce The Parties now desire to amend the Agreement to specifically prescribe the Additional Services for an additional $400,000.00, thereby increasing the Contract Sum from $482,635.00 to $882,635.00, for that purpose.

D. Section 2611(m)(3) of the Carson Municipal Code (<CMC=) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will not be required irrespective of the amount of the change order.

EH, The Additional Services qualify as a change order because they concern a change to the scope of work and price arising out of reasonably unforeseeable circumstances borne out of the original scope of the Agreement. It is a change to the scope of work because it is not included in the Scope of Services and it is borne out of the original Scope of Services because the nature of services is similar to the original scope except the description contains more specificity, and at the time the Parties entered into the Agreement the Additional Services were reasonably unforeseeable.

TERMS

1. Contract Changes. The Agreement is amended as provided herein (added text shown in bold italics, deleted text in strikethreughfent).

A. Section 2.1 (Contract Sum) is hereby amended to read in its entirety as follows:
<2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the <Schedule of Compensation= attached hereto as Exhibit <C= and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Eight Hundred Eighty-Two Liousani, ie Hundred Thirty-Five Dollars and Zero Cents (5882) 635. mu Four (:492.635.00) (ihe <Contract Sum=), nnless additional e capensation is opeuniad nee to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase consistent with the additional not to exceed compensation applicable to each Extension Term, as set out in in Exhibit <C.== B. Exhibit A (Scope of Services) is hereby amended to read in its entirety as follows:

See attached.

C. Exhibit C (Schedule of Compensation) is hereby amended to read in its entirety as follows:

See attached.

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

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. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement. Each party represents and warrants to the other that the Agreement, as amended by this Amendment No. 1, is currently an effective, valid, and binding obligation.

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

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

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

5. Authority. The persons executing this Amendment No. 1 on behalf of the parties 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.

6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 1. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. | on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation
ew re
_ Jala Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP
EFFt eats
Sunny K. Soltani, City Attorney
[vas; rjl]
CONSULTANT:

FCG CONSULTANTS INC.,
a California corporation
By: OM n ne SO
Name: Maha Alfakhouri
Title: President / CEO
By: dh Me, QZ:

Name: Abdallah Fakhouri
Title: 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. CONSULTANT9S SIGNATURES

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

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

I. Consultant will perform the following Services on an on-call basis, including but not limited to, oversight of construction of Anderson Park and Community Center Courtyard EXHIBIT <A=

SCOPE OF SERVICES
as well as inspection services of right of way permits:

CONSTRUCTION MANAGEMENT SERVICES:

General construction management services may include, but not be limited to:
i.

2. Ee
fe
cCoordineting and conducting Pre-Construction meetings.

Preparetion and distrinution of meeting minutes.

Quelity assurance and quality contrel.

Administration and management of construction contracts.

Ensure construction efforts are completed per epproved plans, on-schedule, and on- budget.

Ensure that local and state inspections have been completed as necessary.

Review comstruction schedule, including activity sequences and duration, schedule of submittals and delivery schedule of long lead materials and equipment. Review contractor's updates and revisions 2s may Ge required to reflect actual progress of work.

Provide construction schedule and budget updetes to City's Contract Officer.

Schedule end conduct progress meetings to discuss contract issues, procedures, progress, problerns, Construction Change Orders [CCO}, submittals, requests for informetion (AFIs), deficiencies and schedules.
. Process, review end approve contractor's submittals for City staff. Process and review project design consultant's submittals and provide recemmendation to the City. . Process, review and track RFis, submittals, shop drawings, proposed change orders and revisions, and provide recommendation to the City.
. Review, evaluate and recommend approval fer proposed Ccos. Review estimates for reasonableness and cost effectiveness and render recommendations te city. Administrate contracts, process COOs {orovide merit determination, quantification cf cost end schedule impacts, render recommendations), review pay requests for accuracy. . Maintain cost accounting records on authorized work performed under contract unit casts and additional work performed based on actual costs of time [labor} end materials (T&M). . Review contractor submittals for extra or unforeseen work. Review potential CCG for ccuracy and provide recemmendaticn(s) to the City9s Canstruction Management and Inspection Services Freject Manager for proper course of action and processing of CCOs. . #ssist City in coordinating services of other consultants (design, geotechnical, National

22. Pollutant Discharge Elimination System {N2DES}, materials testing, inspection, special laboratory testing, etc.) that may be hired or selected fer the project. . Coordinate with project designer the contractor's requests for interpretation or clarification of meaning and intent of project plans end specifications. . Coordinate construction activities with City's Public Works Maintenance Department. . Coordinate end cversee public notifications and public inquiries. . Establiss and implement job safety procedures in compliance with CAL-CSKA requirements. Monitor contractor's compliance with established safety program, respond te deficiencies and hazards, anc investigete end report on accidents. . Track quantities of work completed for pregress payment(s). Develop and implement procedures for review and processing of progress payment applications. Assist the City with review(s) and certification for payment(s)-
. Establish procedures and monitor contractor compliance with federal and state prevailing wWeee reguletions end requirements.

Provide a recovery clan and/or work-around schedule as necessary to mitigate any project impacts.
. Confirm delivery and storage of all materials, supplies, and equipment. . Provide recommendation and essistence to the City end the Design/Engineering Team in resolving amy disputes) e@rising from the performance of the centrector and sub- contractors.
. Ensure that the Prime/General Contractor has an approgriate safety program in place. . Recommend the accrual and assessment cf Liquidated Damages as necessary. . City9s Construction Manager shall manage amd ccordinate with contractor the project Substantial Completion Punchlist-
. Provide a Construction Project Clese-Cut Repert with all construction-related project documents.

INSPECTION SERWICES fas part of Construction Management Services}:

Seneral construction manegement inspection services may include, But net be limited ta:
2 3.

Become femiliar with construction documents, treffic control plans, construction schedules, construction sequences, and permit requirements from other agencies.

Photegragh and log a pre-work video decumenting existing conditions prior, during, and after construction.

Attend pre-construction meetings and present special concerns, if amy. bi
ot
ni
Interpret plans, specifications and regulations and ensure that comtractors and sub- contrectors are following their contracts, and any Federel, Stete, cr local regulations in é@ffect at time werk is performed.

Inspect construction activities to ensure projects are constructed in accordance with the appreved construction documents [{including, Gut not limited to plans, specifications, 2s- built drawings, reports, etc.}.

Document in writing and notify comstruction contractors about non-compliance; and direct contractor in writing to correct mon-compliance items as scom as they are discovered.

Maintain a status loz of all Non-Compliant items discovered and identified during the performance of this oreject-
Prepare and maintain daily inspection Reports showing site and weather conditions; traffic control measures taken by contracters; labor [record headccunt cf prime contractor and subcontractors/vendors}), equipment and materials used; quantity cf work performed; and major incidentsfsafety viclations. Daily inspectiom Reports shall be submitted to City upon project completion.

Review and maintain record of construction progress on @ regular basis; verify schedules gre on track with project milestones; identify devietions; and ensure that corrective actions are taken to bring prejects back on schedule.

Provide accurate measurements of work completed by contractors in accordance with contrect documents.
. Review soil compaction and materials testing certifications of compliance {COC)- . Coordinate with materials testing firms regerding quelity of work completed.

Ensure that contractors do mot install materials without approved meterial testing certifications. Any failed tests shall be reported to the City, and Consultant shall direct contractor to teke correction measures te achieve compliance. . Monitor contracters9 utility coordination to minimize utility conflict delays and potential need for utility relocations. Report potential conflicts te utilities, and advise them to relocate or remove conflicting utilities and report cutcome to City. . Coordinete with contractor access to adjacent businesses/residents during construction. . Provide inspection of traffic control, channelization, and all other traffic-related work. . Observe construction safety, public safety and convenience, end report discovered problems to city.
. Monitor compliance with the City9s N= DES permits and requirements. Monitor compliance with all other focal, state, and federal laws and regulations.

Moniter compliance with City's Construction Demolition and Aecycling Crdimance, I.

III.
ti
24,
including State requirements for organic waste diversion. igs. Maintain datz for change orders and record information regarding time of dispute, time of notification by contractor, end action taken by inspector. . Coordinate preparation and submittal of <As-Built= plans to City upon oreject completion. . Prepare and issue preliminary and finel punch list, including schedule for punch list completion. Moniter and fellow through with contracter until completion of all punch list items.
. Evaluate completion of work and recommend to City when work is ready for final inspection.
. Conduct final inspection/welk-through with City staff Secure and transmit required guarantees, certifications, affidavits, leases, easement deeds, operating & maintenance manuals, warranties and other documents as stipulated in contract documents.

CONSTRUCTION MATERIAL TESTING [as cart of Construction Management Services}:

General construction manegement meterials testing services may include, but net be limited to:

20. Review, recommend and implement testing lab studies and reports.

Collect concrete samples and test their strength.

Provide soil testing services.

Check subgrade compection for concrete and asphalt construction.

Perform tests for sieve anelysis, sand equivalent and cleanness, as needed.

Perform plant inspection at facilities supplying concrete and hot mix asphalt.

Provide summary report of testing results.

Verify that sampling and testing procedures are being performed properly.

Verify certifications of samplers and testers.

Perform split semple tests as mecessary.
. Maintain witness test records.
. Verity thet all testing equipment used for acceptance testing is in good condition and progeny calibrated.
. Verity that all plant inspections are being performed correctly by qualified testers.

24. Provide summary report of quality assurance results.

Consultant will perform Services, if any, in accordance with project-specific Task Orders, as follows:

When the City requests proposals from on-call consultants (including the Consultant) on a project-specific Task Order, and if the City accepts Consultant9s proposal, then the Task Order and Notice to Proceed shall provide in detail Consultant9s Scope of Services on that Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders. This Agreement does not provide for Consultant9s compensation except for Consultant9s services rendered pursuant to a Notice to Proceed on a Task Order.

Consultant must perform all on-call Services in compliance with the following requirements:

IV.

VI.

Each task shall be indicated by a written request (<Task Order=) produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement.

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

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

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

In addition to the requirements of Section 6.2 and pursuant to the Task Order9s project-specific Scope of Services, the Contract Officer may require the Consultant to provide the following deliverables, as applicable:

Q
A
=
SP
®
Meeting minutes
Construction schedule and budget updates
Construction Project Close-Out Report
Inspection reports
Accurate measurements of work completed
Summary report of test results
Summary report of quality assurance results
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 qualified personnel with the following titles to perform the Services required by the applicable Task Order. Consultant shall obtain the Contract Officer9s advanced written approval when replacing any individual assigned to perform services on Task Orders:

A. A.B. Fakhouri, PE, Project Manager, Resident Engineer, Construction Manager a
Zee
r
Ro
P
O
F
©
x
££
<x
S
FY
Fabian Aoun, PE, Project Manager, Resident Engineer, Construction Manager Ray H. Fakhoury, PE, Project Manager, Construction Manager Michael St. Jacques, PE, Project Manager, Resident Engineer, Structures Rep, Construction Manager, Building Inspector
Mohamed Taleb, PE, Project Manager, Structures Rep, Building Inspector William Viets, PE, Project Manager, Resident Engineer, Construction Manager Hussam Ankir, PE, Structures Rep
Kal Lambaz, Construction Manager
Anthony Moussa, Construction Manager, Construction Inspector, Electrical Inspector
Don Lewis, Construction Inspector
Mark Korando, Construction Inspector, Electrical Inspector, Permit Inspector Talal Alfakhouri, Construction Inspector, SWPPP
Casey Morales, Construction Inspector, Electrical Inspector, Permit Inspector Bill Fernandez, Construction Inspector, Building Inspector, Permit Inspector, SWPPP
Joe Ruzicka, Construction Inspector
Tyler Haddadin, Construction Inspector, SWPPP
Mamon Subeh, Construction Inspector, Building Inspector Moji Shahkarami, Construction Inspector
Walid Naouchi, Construction Inspector
David Alcala, Construction Inspector, Permit Inspector
Jim Greenfield, Construction Inspector
Majed Moussa, Construction Inspector, Office Brigineen/Labor Compliance Shanton Rangi, Construction Inspector, Building Inspector James Bonelli, Construction Inspector, Building Inspector, SWPPP Leon Fuentes, Electrical Inspector
Kelvin Nguyen, Electrical Inspector
Timmy To, Electrical Inspector
Bo Fuentes, Electrical Inspector
Jose Carlos, Electrical Inspector
Darren Hopper, Building Inspector
Carey Brobeck, Building Inspector
John Spath, Building Inspector
Richard Shirley, Landscape Inspector
Heber Villela, Welding Inspector
Jasmine Fakhour, Office Engineers/Labor Compliance
Samar Alfakhouri, Office Engineers/Labor Compliance
Ladayu Consulting Group (LCG), Subconsultant
I.

III.

EXHIBIT <C=

SCHEDULE OF COMPENSATION
This Schedule of Compensation governs Consultant9s compensation in the event the Consultant performs services pursuant to a Notice to Proceed on a Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders.

The not to exceed compensation amounts are as follows:

July 1, 2024 through June 30, 2025 - $94,250.00
July 1, 2025 through June 30, 2026 4 $492.270-00*$592,270.00 July 1, 2026 through June 30, 2027 4 $196,115.00*
Total: $482,635.003882,635.00
July 1, 2027 through June 30, 2028 4 $200,037.00 (extension period)* July 1, 2028 through June 30, 2029 4 $204,038 (extension period)* Consultant responding to the City9s request for proposals on a project-specific Task Order shall establish a Task Budget for the Task Order, identifying the subtasks based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. Consultant9s proposals on Task Orders shall be based on hourly rates identical to the rates attached as Exhibit C-1.

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

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

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

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

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

IV. The total compensation for the Services shall not exceed $482,635-005882,635.00 as provided in Section 2.1 of this Agreement.

V. The Consultant9s billing rates for all personnel are attached as Exhibit C-1. 01007.0006 2010416.3 1

AMENDMENT NO. 2

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT NO. 2 TO THE AGREEMENT FOR CONTRACT
SERVICES (“Amendment No. 2”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and FCG CONSULTANTS INC., a California corporation (“Consultant”), is effective as of the 1st day of July , 2025. City and Consultant are sometimes hereinafter individually referred to as “Party” and collectively referred to as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated January 1, 2024 (“Agreement”), whereby Consultant agreed to provide City construction management and inspection services on an on- call basis for a two and one -half year ter m commencing January 1, 2024 and expiring June 30, 2026, for $482,635.00, with two additional options to extend by one year each.

B. Since commencement of the Term, Consultant has been selected and tasked to oversee the construction of Anderson Park and Community Center Courtyard as well as provide inspection services for right of way permits (“Additional Services”), and as such, an additional $400,000.00 was allocated to this Agreement to allow Consultant to perform such services through June 30, 2025.

C. The Parties entered into an amendment to the Agreement dated January 21, 2025 (“Amendment No. 1”) to specifically prescribe the Additional Services for an additional $400,000, thereby increasing the Contract Sum from $482,635.00 to $882,635.00, for that purpose.

D. The Parties now wish to amend the Agreement to increase the contract amount by $255,000, raising the total Contract Sum from $882,635.00 to $1,137,635.00, to cover the additional cost of services. These services include continued oversight of the project’s implementation in accordance with approved plans and specifications, adherence to construction schedules, compliance with City and safety regulations, ins pection of construction quality, and coordination with stakeholders to ensure timely delivery.

E. Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will not be required irrespective of the amount of the change order.

F. This Amendment No. 2 qualifies as a change order because it concerns a change to the price arising out of reasonably unforeseeable circumstances borne out of the original scope of the Agreement.

TERMS
01007.0006 2010416.3 2

1. Contract Changes. The Agreement is amended as provided herein (added text shown in bold italics, deleted text in strikethrough font).

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

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million One Hundred Thirty-Seven Thousand, Six Hundred Thirty-Five Dollars and Zero Cents ($1,137,635.00) Eight Hundred Eighty- Two Thousand, Six Hundred Thirty-Five Dollars and Zero Cents ($882,635.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase consistent with the additional not to exceed compensation applicable to each Extension Term, as set out in in Exhibit “C.””

B. Exhibit C (Schedule of Compensation) is hereby amended to read in its entirety as follows:

See attached.

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement and Amendment No. 1. 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. 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. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

5. Authority. The persons executing this Amendment No. 2 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. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 2. [SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date and year first-above written.

CITY:
01007.0006 2010416.3 4

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[vas;rjl]

CONSULTANT:

FCG CONSULTANTS INC.,
a California corporation

By:

Name:

Title:

By:

Name:

Title:

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

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

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

01007.0006 2010416.3

EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. This Schedule of Compensation governs Consultant’s compensation in the event the Consultant performs services pursuant to a Notice to Proceed on a Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders.

This is not to exceed compensation amounts are as follows:

July 1, 2024 through June 30, 2024 - $94,250.00
July 1, 2024 through June 30, 2025 – $592,270.00*
July 1, 2025 through June 30, 2026 – $196,115.00 $451,115.00 Total: $882,635.00 $1,137,635.00

July 1, 2026 through June 30, 2027 – $200,037.00 (extension period) July 1, 2027 through June 30, 2028 – $204,038 (extension period) II. Consultant responding to the City’s request for proposals on a project -specific Task Order shall establish a Task Budget for the Task Order, identifying the subtasks based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. Consultant’s proposals on T ask Orders shall be based on hourly rates identical to the rates attached as Exhibit C-1.

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

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

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

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

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
01007.0006 2010416.3

IV. The total compensation for the Services shall not exceed $882,635.00 $1,137,635.00 as provided in Section 2.1 of this Agreement.

V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, July 1, 2025, 5:00 PM
CONSENT 23. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENTWITH Z&K CONSULTANTS, INC TO PROVIDE ON-CALL PROFESSIONAL CONSTRUCTION MANAGEMENTAND INSPECTION SERVICES TO THE PUBLIC WORKS DEPARTMENT (CITY COUNCIL) I. SUMMARY
The Public Works Department is responsible for the implementation of the Capital Improvement Program (CIP) as well as the development and implementation of the Annual City-Wide Pavement Maintenance Program.

To enhance the capacity of the Public Works Department to deliver projects in a timely manner, staff solicited professional Construction Management services. At its November 2023 Council meeting, the City Council approved a contract with Z&K Consultants Inc. (Z&K): A 30-month Contract Services Agreement for Construction Management and Inspection Services for a not-to-exceed contract sum of $482,635.00.

Z&K has been an integral part of managing and implementing the City’s Pavement Program. As phases 5,6, and 7 are nearing completion, and new phases are planned for the upcoming ﬁscal year, staff has determined the need for a cost amendment to the Z&K contract to ensure work remains uninterrupted and the City-wide Paving Program is completed in a timely manner.

Staff requests Council approve Amendment No.1 to the Construction Management and Inspection Services contract with Z&K, increasing the contract by $308,986 for a new total not-to-exceed contract sum of $791,621.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 1 to the Contract Services Agreement with Z & K Consultants to provide on-callConstruction Management & Inspection Professional Services increasing the contract sum by $308,986.00for a total contract sum of $791,621.00.

2. AUTHORIZE the Mayor to execute Amendment No. 1 to agreement with Z & K Consultants to provide on-callConstruction Management & Inspection Professional Services following approval as to form by the CityAttorney.

III. ALTERNATIVES

1. DO NOT APPROVE Amendment No. 1 to the Contract Services Agreement with Z&K Consultants to provideon-call Construction Management & Inspection Professional Services.

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

IV. BACKGROUND
The City’s 5-Year Capital Improvement Program (CIP) was approved by the City Council on June 18, 2024.

Construction contracts for the City’s multi-year city-wide pavement maintenance program were also approved in 2024. It is anticipated that the complexity and number of projects listed on the City’s CIP over the next ﬁve years will increase as compared to the previously approved 5-year CIP plans. Additionally, the city-wide pavement program will continue its annual phases in efforts to improve the conditions of residential streets citywide. Given the higher demand for CIP projects and maintenance programs, there is an increased need for on-call consultants to assist with the management of projects.

The Public Works Department released Request for Qualiﬁcations (RFQ 23-001Q) to engage on-call construction management and inspection consulting ﬁrms and on-call project management consulting ﬁrms to provide professional services for various City capital projects and city-wide maintenance programs.

Z&K Consultants Inc. was one of the several ﬁrms awarded construction management. Since their award, Z&K has assisted with management services for several City projects including the Emergency Operations Center project and the city-wide pavement maintenance program.

Given that phases 5,6, and 7 of the city-wide pavement program are underway, with more phases planned for next ﬁscal year, and multiple public works projects are anticipated to be added to the future CIP list, the enhanced services of Z&K are necessary.

V. FISCAL IMPACT
If the proposed Amendment No. 1 is approved, the Z&K Contract Services Agreement for Construction Management & Inspection Professional Services. will be increased by an additional $308,986 for a new total not-to- exceed contract amount of $791,621.

Of the requested funds, $87,066 will be charged against ﬁscal year (FY) 24/25. These funds are available within the adopted FY 24/25 budget in account 101-99-999-904-6004. The remaining funds are allocated in the adopted FY 25/26 budget within Engineering Professional Services account 101-80-820-100-6004.

VI. EXHIBITS

1. Z&K Original Construction Management and Inspection Contract2. Z&K Amendment 1

Attachments
Exhibit 1 - Z&K Original Construction Management and Inspection Contract.pdf Exhibit 2. Z&K Amendment No. 1.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
Z & K CONSULTANTS, INC.

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
Z & K CONSULTANTS, INC.

THIS ACRE ENS FOR CONTRACT SERVICES (herein “Agreement”) is madeand enteredinto this {st dayof , 2024by andbetweentheCITY OF CARSON, a California municipal corporation (“City”) and Z & K CONSULTANTS, INC., a California corporation (“Consultant”). City andConsultantaresometimeshereinafterindividually referredto as “Party” andhereinaftercollectively referredto asthe “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performanceof the servicesdefinedanddescribedparticularly in Article 1 of this Agreement.

B. Consultant, following submissionof a proposalor bid for the performanceof the servicesdefinedanddescribedparticularly in Article 1of this Agreement, wasselectedby theCity to perform thoseservices.

C. Pursuantto the City of Carson’s Municipal Code, City hasauthority to enterinto andexecutethis Agreement.

D. ThePartiesdesireto formalize theselectionof Consultantfor performanceof those servicesdefinedanddescribedparticularly in Article 1of this Agreementanddesirethattheterms of thatperformancebe asparticularly definedanddescribedherein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in considerationof the mutualpromisesandcovenantsmadebythe Partiesandcontainedhereinandother consideration, the valueandadequacyof which arehereby acknowledged, thepartiesagreeasfollows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliancewith all termsandconditionsof this Agreement, theConsultantshallprovide thoseservicesspecifiedin the “Scopeof Services” attachedheretoasExhibit “A” andincorporated herein by this reference, which may be referredto hereinasthe “services” or “work” hereunder.

As a material inducementto the City entering into this Agreement, Consultantrepresentsand warrantsthat it hasthe qualifications, experience, andfacilities necessaryto properly performthe servicesrequiredunderthis Agreementin a thorough, competent, andprofessionalmanner, andis experiencedin performing thework andservicescontemplatedherein. Consultantshallat all times faithfully, competentlyand to the best of its ability, experienceand talent, perform all services describedherein. Consultantcovenantsthat it shall follow the highestprofessionalstandardsin performing the work and servicesrequiredhereunderandthat all materialswill be both of good quality aswell asfit for thepurposeintended. Forpurposesof this Agreement, thephrase “highest 01007.0001/644685. 1 - l-
professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances.

1.2 Consultant's Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.
01007.0001/644685.1 2-

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the " Schedule of Compensation" attached hereto as Exhibit " C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Four Hundred Eighty Two Thousand Six Hundred Thirty Five Dollars and Zero Cents ($ 482,635.00) ( the " Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase consistent with the additional not to exceed compensation applicable to each Extension Term, as set out in in Exhibit " C." 01007.0001/644685.1 3-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
01007.0001/644685.1 4-
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one ( 1) years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit D"
ARTICLE 4. COORDINATION OF WORK

4.1 Representativesand Personnel of Consultant.

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

Crystal Fraire, PE, QSD/P Principal - in - Charge
Name) ( Title)
01007.0001/644685.1 5-
Name) ( Title)
Name) ( Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

The Contract Officer shall be Raymond Velasco, P.E., Public Works Operations Manager, or as otherwise designatedby the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representativesor agents, or in fixing their number, 01007.0001/644685.1 6-
compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
a) General Liability Insurance ( Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $ 1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer's Liability insurance coverage limits of at least 1,000,000.00.
c) Automotive Insurance ( Coverage Form ISO CA 00 01 including " any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability 01007.0001/644685.1 7-
insurance written on a per occurrence for bodily injury and property damagein an amount not less than $ 1,000,000. Said policy shall include coverage for owned, non - owned, leased, hired cars and any automobile.
d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession, as determined by the City's Risk Manager, provided that the limits shall be no less than $ 1,000,000 per claim and no less than $ 1,000,000 general aggregate. This coverage may be written on a " claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit " B".
g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

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

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

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply 01007.0001/644685.1 8-
with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

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

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employeesand agents (" Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, 01007.0001/644685.1 9-
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened ( herein " claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (" indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecutedagainst Consultant for such damagesor other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated " A-" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (" Risk 01007.0001/644685.1 10-
Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changedaccordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ( the " documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 01007.0001/644685.1 11-
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignmentof such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as " works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed works made for hire" for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performanceof the parties in accordance with the laws of the State of California. Legal actions 01007.0001/644685.1 12-
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0001/644685.1 13-

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

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

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensationherein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001/644685.1 14-

7.9 Attorneys' Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non - liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregationof, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0001/644685.1 15-

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedesand cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
01007.0001/644685.1 16-

9.5 Severability.

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

9.6 Warranty & Representationof Non - Collusion.

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

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

Consultant's Authorized Initials

9.7 Corporate Authority.

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

SIGNATURES ON FOLLOWING PAGE]
01007.0001/644685.1 17-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first - above written.

CITY:

CITY O CARSON, a municipal corporation
A 11'hST:

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

ALESHIRE & WYNDER, LLP
L • a Davis - Holmes, Mayor
Sunny K. SoItani, City Attorney
rjl]
CONSULTANT:

Z & K CONSULTANTS, INC.
a California corporation
By:

By:

Name: ORYET pri_ florg113-
Title; KeS !' h am
e: JRSMi t,agl l,l
rtle: SECR oy
Address: 17130 Vin Buren Blvd., Suite 122
Riverside, California 92504
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 0I007.0001/644685.1 - 1 8-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first - above written.

CITY:

CITY OF CARSON, a municipal corporation
Lula Davis - Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
IA
CONSULTANT:

Z & K CONSULTANTS, INC.
a California corporation
By: L J >>
By:

Name: CAZYETI?jP Q I It
Title; PQES Ih T
e: JASMi
Title: S 6CR6-
Address: 17130 Wn Buren Blvd., Suite 122
Riverside, California 92504
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/644685.1 - 18-

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

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
dn1G
On 11 fIOV-(Aika>s 2023 before me,O m rQ i " 9 , personally appeared (1(4S1 -t \ I , proved to me on the basis of satisfactory evidence to be the persons) whose names(s) is/ae 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(8) on the instrument the person(s), or the entity upon behalf of which the person() 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:

M. BENTLEY
Notary Public • California
Riverside County
Commission # 2417565
My Comm. ExpiresSep 22, 2026

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

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)
PARTNER(S) El LIMITED

GENERAL

ATTORNEY - IN - FACT
TRUS I bE(S)

GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR ENTITY(IES))

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0001/644685.1

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On VI Ickftly05ibc2023 before me, M.(hehwy , 1\111-604, personally appeared7GtS frigi (n , proved to me on the basis of satisfactory evidence to be the person(-) whose names(s) is/arc 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 signatures) 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 se
Signature:

M. BENTLEY
Notary Public - California
Riverside County
Commission # 2417565
My Comm. ExpiresSep 22, 2026

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.

E
E

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)

PARTNER(S) LIMITED
0 GENERAL

ATTORNEY - IN - FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR ENTITY(IES))

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0001/644685.1
EXHIBIT " A"

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

CONSTRUCTION MANAGEMENT SERVICES:

General construction management services may include, but not be limited to:
1- Coordinating and conducting Pre - Construction meetings_

2. Preparation and distribution of meeting minutes_
3_ Quality assurance and quality control_
4 Administration and management of construction contracts. 5_ Ensure construction efforts are completed per approved plans, on - schedule, and on - budget.
6 Ensure that local and state inspections have been completed as necessary_

7. Review construction schedule, including activity sequences and duration, schedule of submittals and delivery schedule of long lead materials and equipment Review contractors updates and revisions as may be required to reflect actual progress of work_ B. Provide construction schedule and budget updates to City's Contract Officer. 9_ schedule and conduct progress meetings to discuss contract issues, procedures, progress, problems, Construction Change Orders ( CCO), submittals, requests for information ( RFIs), deficiencies and schedules.

10. Process, review and approve contractor's submittals for City staff. Process and review project design consultant's submittals and provide recommendation to the City.

11. Process, review and track RFIs, submittals, shop drawings. proposed change orders and revisions, and provide recommendation to the City_

12. Review, evaluate and recommend approval for proposed CCOs. Review estimates for reasonableness and cost effectiveness and render recommendations to City. Administrate contracts, process CCOs ( provide merit determination, quantification of cost and schedule impacts, render recommendations), review pay requests for accuracy.

13. Maintain cost accounting records on authorized work performed under contract unit costs and additional work performed based on actual costs of time ( labor) and materials ( T&M).

4. Review contractor submittals for extra or unforeseen work_ Review potential CCO for accuracy and provide recommendation(s) to the City's Construction Management and Inspection Services Project Manager for proper course of action and processing of CCOs.

15. Assist City in coordinating services of other consultants ( design, geotechnical, National 01007.0001/644685.1 C-1
Pollutant Discharge Elimination System ( NPDES), materials testing, inspection, special laboratory testing, etc.} that may be hired or selected for the project.

16. Coordinate with project designer the contractor's requests for interpretation or clarification of meaning and intent of project plans and specifications.

17. Coordinate construction activities with City's Pubic Works Maintenance Department_

18. Coordinate and oversee public notifications and public inquiries_

19. Establish and implement job safety procedures in compliance with CAL - OSHA requirements. Monitor contractor's compliance with established safety program, respond to deficiencies and hazards, and investigate and report on accidents. 2D. Track quantities of work completed for progress payment(s). Develop and implement procedures for review and processing of progress payment applications. Assist the City with review(s) and certification for payment(s)_

21. Establish procedures and monitor contractor compliance with federal and state prevailing wage regulations and requirements.

22. Provide a recovery plan and/or work - around schedule as necessary to mitigate any project impacts.

23. Confirm delivery and storage of all materials, supplies, and equipment.

24. Provide recommendation and assistance to the City and the Design/Engineering Team in resolving any dispute(s) arising from the performance of the contractor and sub- contractors.

25. Ensure that the Prime/General Contractor has an appropriate safety program in place.

26. Recommend the accrual and assessment of Liquidated Damages as necessary.

27. City's Construction Manager shall manage and coordinate with contractor the project Substantial Completion Punchist_

28. Provide a Construction Project Close - Out Report with an construction - related project documents_
INSPECTION SERVICES ( as Fart of Construction Management Services):

General construction management inspection services may include, but not be limited to:
i Become familiar with construction documents, traffic control plans, construction schedules, construction sequences, and permit requirements from other agencies.

2. Photograph and log a pre - work video documenting existing conditions prior, during, and after construction_
3_ Attend pre - construction meetings and present special concerns, if any. 01007.0001/644685.1 C-2
I Interpret plans, specifications and regulations and ensure that contractors and sub- contractors are following their contracts, and any Federal, State, or local regulations in effect at time work is performed.
s_ Inspect construction activities to ensure projects are constructed in accordance with the approved construction documents ( including, but not limited to plans, specifications, as - built drawings, reports, etc.).
6_ Document in writing and notify construction contractors about non-compliance; and direct Contractor in writing to correct non-compliance items as soon as they are discovered.

Maintain a status log of all Non - Compliant items discovered and identified during the performance of this project_
Prepare and maintain daily Inspection Reports showing site and weather conditions; traffic control measures taken by contractors; labor ( record headcount of prime contractor and subcontractors/vendors), equipment and materials used; quantity of work performed; and major incidents/safety violations_ Daily Inspection Reports shall be submitted to City upon project completion.

Review and maintain record of construction progress on a regular basis; verify schedules are on track with project milestones; identify deviations; and ensure that corrective actions are taken to bring projects back on schedule.
9_ Provide accurate measurements of work completed by contractors in accordance with contract documents_

10. Review soil compaction and materials testing certifications of compliance ( COC).

11. Coordinate with materials testing firms regarding quality of work completed.

12. Ensure that contractors do not install materials without approved material testing certifications_ Any failed tests shall be reported to the City, and Consultant shall direct contractor to take correction measures to achieve compliance_

13. Monitor contractors' utility coordination to minimize utility conflict delays and potential need for utility relocations_ Report potential conflicts to utilities, and advise them to relocate or remove conflicting utilities and report outcome to City.

14. Coordinate with contractor access to adjacent businesses/residents during construction.

15. Provide inspection of traffic control, channelization, and all othertraffic-related work_

16. Observe construction safety, public safety and convenience, and report discovered problems to City_

17. Monitor compliance with the City's NPDES permits and requirements. Monitor compliance with all other local, state, and federal laws and regulations.

15. Monitor compliance with City's Construction Demolition and Recycling Ordinance, 01007.0001/644685.1 C-3
including State requirements for organic waste diversion.

19. Maintain data for change orders and record information regarding time of dispute, time of notification by contractor, and action taken by inspector_ 20_ Coordinate preparation and submittal of " As - Built" plans to City upon project completion.

21. Prepare and issue preliminary and final punch list, including schedule for punch list completion. Monitor and follow through with contractor until completion of an punch list items.

22. Evaluate completion of work and recommend to City when work is ready for final inspection_

23. Conduct final inspection/walk-through with City staff_

24. Secure and transmit required guarantees, certifications, affidavits, leases, easement deeds, operating & maintenance manuals, warranties and other documents as stipulated in contract documents_
CONSTRUCTION MATERIAL TESTING fas part of Construction Management Services):

General construction management materials testing services may include, but not be limited to:
1_ Review, recommend and implement testing lab studies and reports. 2 Collect concrete samples and test their strength.

3. Provide soil testing services.

4. Check subgrade compaction for concrete and asphalt construction.

5. Perform tests for sieve analysis, sand equivalent and cleanness, as needed.

S Perform plant inspection at facilities supplying concrete and hot mix asphalt_

7. Provide summary report of testing results.

8. Verify that sampling and testing procedures are being performed properly.

9. Verify certifications of samplers and testers_

10. Perform split sample tests as necessary.

11. Maintain witness test records_

12. Verify that all testing equipment used for acceptance testing is in good condition and properly calibrated.

U. Verify that all plant inspections are being performed correctly by qualified testers.

31. Provide summary report of quality assurance results_ II. Consultant will perform Services, if any, in accordance with project - specific Task Orders, as follows:

When the City requests proposals from on - call consultants ( including the Consultant) on a project - specific Task Order, and if the City accepts Consultant's proposal, then the Task Order and Notice to Proceed shall provide in detail Consultant's Scope of Services on that Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders. This Agreement does not provide for Consultant's compensation except for Consultant's services rendered pursuant to a Notice to Proceed on a Task Order.

III. Consultant must perform all on - call Services in compliance with the following requirements:
01007.0001/644685.1 C-4
A. Each task shall be indicated by a written request (" Task Order") produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement.

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

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

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

IV. In addition to the requirements of Section 6.2 and pursuant to the Task Order's project -specific Scope of Services, the Contract Officer may require the Consultant to provide the following deliverables, as applicable:

A. Meeting minutes
B. Construction schedule and budget updates
C. Construction Project Close - Out Report
D. Inspection reports
E. Accurate measurements of work completed
F. Summary report of test results
G. Sununary report of quality assurance results
V. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

VI. Consultant will utilize qualified personnel with the following titles to perform the Services required by the applicable Task Order. Consultant shall obtain the Contract Officer's advanced written approval when replacing any individual assigned to perform services on Task Orders:

A. Zack Faqih, Senior Construction Manager
01007.0001/644685.1 C-5
B. Tommy Russell, Senior Construction Manager
C. Nadeem Syed, Senior Construction Manager
D. Anthony Flores, Senior Construction Manager
E. Thomas Dawson, Senior Construction Manager
F. Brittany Duhn, Office Engineer
G. Lauren Wiley, Office Engineer
H. Yara Sharabi, Office Engineer
I. Amber Garcia, Labor Compliance Officer
J. Charles Lamb, LandscapeInspection
K. Noah Hernandez, Senior Construction Inspector
L. Jimmy Martin, Senior Construction Inspector
M. Gregory Hunkle, Senior Construction Inspector
N. Michael Sanchez, Senior Construction Inspector

0. Eddie Davalos, Senior Construction Inspector
P. Ahmad Alhroob, Construction Inspector
Q. Omar Sharabi, Construction Inspector
R. Jamil Borner, Construction Inspector
S. Mahmound Awad, Construction Inspector
T. Noah Hernandez, Construction Inspector
U. William Henry, Senior Land Surveyor (as needed)
V. Ahmed Ibrahim, Structural Engineer (as needed)
W. Salvador Orozco, Sr. Traffic/Signal Engineer (as needed) X. Dion Castro, SWPPP/Environmental Specialist (as needed) Y. Alfred Ramirez, AutoCAD/Microstation Designer (as needed) Z. Thomas Russell, Sr. Electrical Specialist (as needed) 01007.0001/644685.1 C-6
AA. Eddie Davalos, Sr. Civil and Grading Specialist (as needed) BB. Converse Consultants, Subcontractor, Materials Testing 01007.0001/644685.1 C-7
EXHIBIT " B"

SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
The Agreement is hereby amended as follows ( deletions shown in stFiletlifettgh and additions shown in bold italics):

I. A new Section 1.10, " Compliance with Labor and Wage Laws," is hereby added to the Agreement, to read in its entirety as follows:

1.10 Compliance with Labor and Wage Laws.

Certain portions of the Services may be subject to prevailing wages under the Labor Code and to the extent such is true, the below provisions will apply. a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a " public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (" DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. c) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis - Bacon Act ( 40 U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer. d) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages.

The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($ 200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. e) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep 01007.0001/644685.1 C-8
accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. f) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeableoccupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty ( 60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. g) Eight - Hour Work Day. Consultant acknowledges that eight ( 8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
h) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($ 25) for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight ( 8) hours in any one calendar day and forty ( 40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty ( 40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half ( 11/2) 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 employeesif it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." j) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the 01007.0001/644685.1 C-9
certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor."
II. Section 3.4 ( Term) of the Agreement is hereby amended to read in its entirety as follows:

3.4 Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services commencing January 1, 2024 and expiring June 30, 2026 but not exceeding one ( 1) years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit " D"). The City may, at its sole discretion, elect to extend the Term by two ( 2) additional one-year terms ( each, an " Extension Term"). The pricing to be applied for each Extension Term is listed in Exhibit " C.""
III. Section 4.5 ( Prohibition Against Subcontracting or Assignment) of the Agreement is hereby amended to read in its entirety as follows:

4.5 Prohibition Against Subcontracting or Assignment
The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement.

Therefore, with the exception of Converse Consultants which provides materials testing services, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent ( 25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void.

No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City." 01007.0001/644685.1 C-10
EXHIBIT " C"

SCHEDULE OF COMPENSATION
This Schedule of Compensation governs Consultant's compensation in the event the Consultant performs services pursuant to a Notice to Proceed on a Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders.

The not to exceed compensation amounts are as follows:

January 1, 2024 through June 30, 2024: $ 94,250.00
July 1, 2024 through June 30, 2025: $ 192,270.00*
July 1, 2025 through June 30, 2026: $ 196,115.00*
Total: $ 482,635.00
July 1, 2026 through June 30, 2027: $ 200,037.00 ( extension period)* July 1, 2027 through June 30, 2028: $ 204,038 ( extension period)* Amount reflects 2% increase from prior year.

II. Consultant responding to the City's request for proposals on a project -specific Task Order shall establish a Task Budget for the Task Order, identifying the subtasks based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. Consultant's proposals on Task Orders shall be based on hourly rates identical to the rates attached as Exhibit C-1.

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

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

B. Line items for all materials and equipment properly charged to the Services. 01007.0001/644685.1 C-11
C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

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

IV. The total compensation for the Services shall not exceed $ 482,635.00 as provided in Section 2.1 of this Agreement.

V. The Consultant's billing rates for all personnel are attached as Exhibit C - l. 01007.0001/644685.1 C-12
EXHIBIT " C-1"

BILLING RATES
Senior Construction Manager $ 157
Construction Manager $ 152
Senior Construction Inspector $ 146
Construction Inspector $ 138
Office Engineer $ 145
Senior Highway & Bridge Designer/Structural Engineer $ 165 Traffic Signal/Etectrical Inspector $ 140
SWPPP/Environmental Specialist $ 130
Senior Traffic/Signal Engineer $ 136
Public Relations/Community Outreach $ 135
Civil/Land Development Designer $ 130
Senior Land Surveyor $ 142
Senior Landscape Architect $ 148
Labor Compliance Officer $ 135
01007.0001/644685.1 C-13
EXHIBIT " D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services on an on - call basis as set forth in Exhibit " A." II. If the City selects the Consultant's proposal to perform a project -specific Task Order, the Task Order's Scope of Work/Services or the Notice to Proceed, or both, shall provide the detailed schedule of performance, and all services shall be completed timely in accordance with the approved Task Proposal and by the Task Completion Date.
01007.0001/644685.1 D-1
Z&KCONS-01 NICOLEHATCHER
a`oRo

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/DD/YYYY)
1/10/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
NFP Property & Casualty Services, Inc.
1551 North Tustin Avenue
Suite 500
Santa Ana, CA 92705
CON CT Nicole Hatcher
NAME:TA

PHONE FAX
A/C, No, Ext): ( 480) 998-8038 ( A/C, No):

ADDRESS: nicole.hatcher©nfp.com
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : Travelers Property Casualty Company of America 25674

INSURED
Z & K Consultants, Inc.
22295 Jessamine Way
Corona, CA 92883
INSURER B : Travelers Casualty and Surety Company of America 31194 INSURER C : James River Insurance Company 12203
INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE
ADDL
INSD
SUBR

WVD POLICY NUMBER

POLICY EFF

IMM/DD/YYYYI

POLICY EXP

MM/DD/YYYYI LIMITS

A COMMERCIAL GENERAL LIABILITY
X X 6802J978123 5/18/2023 5/18/2024
EACH OCCURRENCE 1,000,000

CLAIMS - MADE X OCCUR
PREMISEaaoccuante) 1,000,000
MED EXP ( Any one person) 5,000
PERSONAL & ADV INJURY 1,000,000
GEN'L
X

AGGREGATE
POLICY
OTHER:

LIMIT APPLIES
PRO-
JECT
PER:

LOC
GENERAL AGGREGATE 2,000,000
PRODUCTS - COMP/OP AGG 2,000,000

A AUTOMOBILE
X

LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED
ONLY

SCHEDULED

AUTOSAUUTOSONLYY
X X BA6W812054 5/18/2023 5/18/2024

COMBINED SINGLE LIMIT
Ea accident) 1,000,000
BODILY INJURY ( Per person)
BODILY INJURY ( Per accident)

PROPERTY
acEcidentDAMAGE

A X UMBRELLA LIAB

EXCESS LIAB

X OCCUR
CLAIMS - MADE CUP7W800864 5/18/2023 5/18/2024
EACH OCCURRENCE 5,000,000
AGGREGATE 5,000,000
DED X RETENTION $ 0 Prod Comp 5,000,000

A WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y I N

Y N / A
X UB-9K77696A-23-47-G 5/18/2023 5/18/2024
X
PER

STATUTE
OTH-
ER
E.L. EACH ACCIDENT 1,000,000
E.L. DISEASE - EA EMPLOYEE 1,000,000
E.L. DISEASE - POLICY LIMIT 1,000,000
B
C
E&O/Prof Liab
Excess E&O/Prof Liab
0105963601
00148570-0
7/10/2023
9/26/2023
7/10/2024
7/10/2024
Agg $ 2,000,000 Each
Each Occurrence
1,000,000
1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are named Additional Insured as respects to General Liability and Auto Liability. This insurance is primary and non-contributory with any other insurance of the additional insured, so long as a written contract or agreement to such exists prior to a loss. A Waiver of subrogation in favor of the City of Carson applies as respects to General Liability, Auto Liability and Workers Compensation coverage so long as written contract or agreement exists as per attached endorsements CGD3810915, CAT4200215 and WC990376.

CERTIFICATE HOLDER CANCELLATION
City of Carson
701 E Carson Street
Carson, CA 90745

INSURANCE APPROVED
6 1/17/2024

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
iPr—
ACORD 25 ( 2016/03) 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED

ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

1. The following is added to SECTION II — WHO IS
AN INSURED:

Any person or organization that you agree in a
written contract requiring insurance" to include as
an additional insured on this Coverage Part, but:
a. Only with respect to liability for " bodily injury", property damage" or " personal injury"; and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of " your work" to which the " written contract
requiring insurance" applies, or in connection
with premises owned by or rented to you.

The person or organization does not qualify as an
additional insured:
c. With respect to the independent acts or
omissions of such person or organization; or
d. For " bodily injury", " property damage" or
personal injury" for which such person or
organization has assumed liability in a
contract or agreement.

The insurance provided to such additional insured
is limited as follows:
e. This insurance does not apply on any basis to
any person or organization for which
coverage as an additional insured specifically
is added by another endorsement to this
Coverage Part.
f. This insurance does not apply to the
rendering of or failure to render any
professional services".

In the event that the Limits of Insurance of the
Coverage Part shown in the Declarations
exceed the limits of liability required by the
written contract requiring insurance", the
insurance provided to the additional insured
shall be limited to the limits of liability required
by that " written contract requiring insurance".

This endorsement does not increase the
limits of insurance described in Section III —
Limits Of Insurance.
g.
h. This insurance does not apply to " bodily
injury" or " property damage" caused by " your
work" and included in the " products -
completed operations hazard" unless the
written contract requiring insurance"
specifically requires you to provide such
coverage for that additional insured, and then
the insurance provided to the additional
insured applies only to such " bodily injury" or
property damage" that occurs before the end
of the period of time for which the " written
contract requiring insurance" requires you to
provide such coverage or the end of the
policy period, whichever is earlier.

2. The following is added to Paragraph 4.a. of
SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

The insurance provided to the additional insured
is excess over any valid and collectible other
insurance, whether primary, excess, contingent or
on any other basis, that is available to the
additional insured for a loss we cover. However, if
you specifically agree in the " written contract
requiring insurance" that this insurance provided
to the additional insured under this Coverage Part
must apply on a primary basis or a primary and
non-contributory basis, this insurance is primary
to other insurance available to the additional
insured which covers that person or organizations
as a named insured for such loss, and we will not
share with the other insurance, provided that:
1) The " bodily injury" or " property damage" for
which coverage is sought occurs; and
2) The " personal injury" for which coverage is
sought arises out of an offense committed;
after you have signed that " written contract
requiring insurance". But this insurance provided
to the additional insured still is excess over valid
and collectible other insurance, whether primary,
excess, contingent or on any other basis, that is
available to the additional insured when that
person or organization is an additional insured
under any other insurance.

COMMERCIAL GENERAL LIABILITY

3. The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

We waive any right of recovery we may have
against any person or organization because of
payments we make for " bodily injury", " property
damage" or " personal injury" arising out of " your
work" performed by you, or on your behalf, done
under a " written contract requiring insurance" with
that person or organization. We waive this right
only where you have agreed to do so as part of
the " written contract requiring insurance" with
such person or organization signed by you
before, and in effect when, the " bodily injury" or
property damage" occurs, or the " personal injury"
offense is committed.

Page 2 of 2 ends

4. The following definition is added to the
DEFINITIONS Section:

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AUTO COVERAGE PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:

B. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — COV-
ERED AUTOS LIABILITY COVERAGE:

However, any " auto" that is leased, hired,
rented or borrowed with a driver is not a
covered " auto".

C. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

COMMERCIAL AUTO
Any " employee" of yours is an " insured" while us-
ing a covered " auto" you don't own, hire or borrow
in your business or your personal affairs.

D. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS

2. The following replaces Paragraph A.2.a.(4) of
SECTION 11 — COVERED AUTOS LIABILITY
COVERAGE:
4) All reasonable expenses incurred by the
insured" at our request, including actual
loss of earnings up to $ 500 a day be-
cause of time off from work.