Carson City Council
August 5, 2025

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WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84)

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(The information below is required only when this endorsement is issued subsequent to preparation of the policy.) !'" !##
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WC 00 03 13
+'(30=60/
VP 07 83 07 17 © Vela Insurance Services
All Rights Reserved

Policy Number: VGPL001996 VP 07 83 07 17
Insured Name: Flying Lion Inc
Number: 2 Effective Date: 04/27/2025
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

Professional Liability Coverage Part
I. Section VIII. DEFINITIONS, paragraph G. Insured(s) , is amended to add the following provisions:

Insured includes as an additional Insured any person or organization for whom the Named Insured is performing Professional Services when the Named Insured and such person or organization have agreed in writing in a contract or agreement, prior to the performance of Professional Services , that such person or organization be added as an addition al Insured on the Named Insured’s policy. This endorsement shall only apply to Claim Expenses with respect to Claims made against such additional Insured arising solely out of Wrongful Acts of the Named Insured in the performance of Professional Services for the additional Insured .

The Company will not pay any Loss on behalf of the additional Insured .

Such person or organization is an additional Insured only with respect to the Named Insured’s ongoing performance of Professional Services for the additional Insured . A person’s or organization’s status as an additional Insured under this endorsement ends when the Named Insured’s Professional Services for that additional Insured are completed.

II. Section IV. EXCLUSIONS, paragraph L. Insureds versus Insureds , is deleted in its entirety and replaced with the following:

L. Insureds versus Insureds
Claim by or on behalf of any Insured , or any present or former shareholder, partner, of ficer, director, or employee of any Insured , against any other Insured . However, this exclusion shall not apply to any Claim made against the Named Insured by any person or organization considered an additional Insured and that would otherwise be afforded under this Policy.

Endorsement Premium: Included
All other terms and conditions of this Policy remain unchanged.

Flying Lion

RIGHT OF USE AND ACCESS AGREEMENT

BETWEEN

CSCDA COMMUNITY IMPROVEMENT AUTHORITY
AND
FLYING LION, INC.

FOR

THE USE OF THE UNION SOUTH BAY ROOFTOP FOR DRONE OPERATIONS This Right of Use and Access Agreement (this <Agreement=) dated June 18, 2025, is made and entered into by and between CSCDA Community Improvement Authority, a joint exercise of powers authority and public entity organized and existing under the laws of the State of California, hereinafter referred to as "CSCDA" and Flying Lion, Inc., hereinafter referred to as <Flying Lion9.
l. PURPOSE
The purpose of this Agreement is to establish the terms and conditions under which Flying Lion may access and use The Union South Bay (615 E Carson St, Carson, CA 90745, hereinafter referred to as the <Premises=) rooftop facilities owned or managed by CSCDA for the operation of unmanned aerial systems (UAS), commonly known as drones, in support of the City of Carson (the <City=) code enforcement, emergency response, and other related activities. ll. SCOPE OF AGREEMENT
CSCDA agrees to permit Flying Lion to use designated rooftop area on the Premises for the launching, landing, and operation of drones, subject to the terms and conditions set forth herein.
lll. TERMS AND CONDITIONS

1. Access: CSCDA will provide Flying Lion with key fob and parking access to designated rooftop areas on Building B of the Premises for drone operations in afternoons and nights for the duration of this Agreement. This access will include personnel (up to three (3) persons) and equipment necessary for drone operations.

2. Infrastructure: CSCDA will provide access to and use of those certain 5= floor specified parking spaces, storage closets, restrooms, and electrical power outlets identified via site visit on June 17, 2025.

3. Safety and Compliance: All drone operations will be conducted in compliance with Federal Aviation Administration (FAA) regulations and local laws. Flying Lion will ensure that all operations are carried out with reasonable care, consistent with applicable professional and industry

EXHIBIT NO. 2
Flying Lion
standards, and in a manner that prioritizes the safety of persons and property.

Coordination: Flying Lion will work with a CSCDA/Premises representative to ensure that drone operations do not disrupt or disturb residents or the ongoing operation of the Premises.

Liability and Insurance: The City and Flying Lion will maintain adequate liability insurance coverage for drone operations and will indemnify and hold harmless CSCDA from any claims arising out of Flying Lion9s access to the Property, use of the rooftop facilities, and operation of drones. Flying Lion will maintain commercial general liability insurance & commercial aviation insurance covering its operations hereunder, with limits not less than $1,000,000 per occurrence, $2,000,000 aggregate, and which shall waive all rights of subrogation. This Agreement sufficiently documents the contractual relationship between CSCDA and Flying Lion, allowing the attached Certificate of Liability Insurance to designate CSCDA entities as named Additional Insureds (including Standard USB Administrator LLC and Faring Capital, LLC), and provides General Liability, Auto Liability and Aviation Liability to the full extent of listed coverages. This includes Waiver of Subrogation with respect to General Liability, Auto Liability, Aviation Liability, and Workers Compensation as described therein. . Duration: This Agreement will be in effect from June 26 to July 11, 2025, unless terminated earlier by any party with not less than ten (10) business days9 advance written notice to the other parties.

Amendment: This Agreement may be amended at any time by written agreement of the parties.

IV. RESPONSIBILITIES AND LIABILITIES

1. Damage: Flying Lion will take responsibility for any damage caused to the Premises, including, but not limited to, the rooftop facilities, as a result of Flying Lion's drone operations or personnel. Flying Lion will either (i) repair _ any such damage promptly to restore the Premises to its previous condition, _ensuring the repair meets CSCDA satisfaction, or (ii) promptly reimburse CSCDA for the full cost of the repairs.

Storage: CSCDA agrees to allow Flying Lion to store equipment and other materials necessary for drone operations in a 5" Floor Utility Closet or other designated secure storage area on the Premises for the duration of this Agreement. Flying Lion agrees to maintain the storage area in a clean, safe, and secure condition. Flying Lion will be provided key access to an agreed upon storage area.

Vi.

Flying Lion

3. Loss or Damage to Stored Items: CSCDA is not responsible for any loss or damage to items stored by Flying Lion, except in cases of gross negligence or willful misconduct by CSCDA or its agents. CSCDA will provide Flying Lion 24 hours' advance written notice before any personnel, contractors, or invitees from CSCDA access the designated rooftop area or storage closet, except in the case of emergency or life-safety needs of Premises residents or staff.

4. Indemnification: The City and Flying Lion will defend, indemnify and hold harmless CSCDA,, its officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses, including reasonable attorney9s fees and costs of defense, arising out of, resulting from, or in connection with Flying Lion9s access to the Premises, use of the rooftop facilities and the storage area, and operation of drones, except for claims arising from CSCDA8s gross negligence or willful misconduct. To the fullest extent permitted by law, the City and Flying Lion will defend, indemnify and hold harmless CSCDA, its officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses, including reasonable attorney9s fees and costs of defense, arising out of, resulting from, or in connection with Flying Lion9s negligence or willful misconduct. In the event of joint liability as to the City, Flying Lion and CSCDA, any such liability will be apportioned.

5. Further Assurances: Each party will, in its reasonable discretion, execute such documents or instruments and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and engage in the activities contemplated by this Agreement.

CHOICE OF LAW
This Agreement will be governed by and construed according to the laws of the State of California. All claims, disputes and other matters in question arising out of or relating to this Agreement, or the breach thereof, shall be decided by proceedings instituted and litigated in a court of competent jurisdiction in the State of California, and the parties hereto expressly consent to the venue and jurisdiction of such court. The prevailing party in any action or proceeding (including for collection) under this Agreement shall be entitled to recover from the non- prevailing party, in addition to all other relief, its reasonable attorneys9 and other experts9 fees and expenses incurred with respect to such action or proceeding.

FINANCIAL OBLIGATIONS
In exchange for right of use and access, Flying Lion will compensate CSCDA at $50 per day rooftop is used

Vil.

VII.
8 Signature:

Flying Lion
NOTICE
Any notice provided pursuant to this Agreement shall be given to the parties who are signing the document.

SIGNATURES
This Agreement is executed as of the date first written above and is legally binding upon the parties, their successors, and assignees.

CSCDA COMMUNITY IMPROVEMENT AUTHORITY
Signature:

Name: Joseph Ouellette
Title: Authorized Representative of Standard USB Administrator LLC, Project Administrator for CSCDA Community Improvement Authority FLYING LION, ING. L
Signature: __ A) MMe vw | U
Name: Steven Katz J
Title: VP & Corporate Secretary
Date: 6-26-2025
ACKNOWLEDGED BY THE CITY WITH RESPECT TO ARTICLE Ill,
PARAGRAPH 5 AND ARTICLE IV, PARAGRAPH 4:

CITY OF CARSON, a municipal corporation
Name: David C. Roberts, Jr.

Title: City Manager
Date: 6 2612S

Vil.

Flying Lion

SIGNATURES
This Agreement is executed as of the date first written above and is legally binding upon the parties, their successors, and assignees.

CSCDA COMMUNITY IMPROVEMENT AUTHORITY
: My U4 Signature:

Name: Joseph Ouellette
Title: Authorized Representative of Standard USB Administrator LLC, Project Administrator for CSCDA Community Improvement Authority FLYING LION, INC.

Signature:

Name: Steven Katz
Title: VP & Corporate Secretary
Date:

ACKNOWLEDGED BY THE CITY WITH RESPECT TO ARTICLE Ill, PARAGRAPH 5 AND ARTICLE IV, PARAGRAPH 4:

CITY OF CARSON, a municipal corporation
Signature:

Name: David C. Roberts, Jr.

Title: City Manager
Date:

Attachment: Certificates of Liability Insurance

Flying Lion
ATTEST:

Jey toiicrayy, Qopuby Og bok
ff Dr. Khaleah K. Bradshaw, City Clerk " al On A
Atri FEBR
APPROVED AS TO FORM:

ALESHIRE &WYNDER, LLP
ts tf
Sunny K. Soltani, City Attorney
[rjl]
Attachment: Certificates of Liability Insurance

®

ACORD OATE (MM/DDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 06/26/2025
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 pollcy, certain policles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT Cheri Harpenau
Henriott Group, Inc. nS Ne en); (785) 429-5000 ins Noy; (785) 742-8902 1020 Gemini Lane, Ste.100 EMME ys, [email protected]

INSURER(S) AFFORDING COVERAGE NAIC &
West Lafayette IN 47906 insurers: Kinsale Insurance Company 38920 INSURED insuRERE: United Financial Casualty Company 11770 Flying Lion, Inc. Sky Ladder Drones, Sky Ladder Services INSURERC: Technology Insurance Company, Inc. 42376 2110 Artesia Blvd Ste 234 INSURERD: Gemini Insurance Company 10833 ; INSURER E:

Redondo Beach CA 90278-3073 | wsurERF:

COVERAGES CERTIFICATE NUMBER: _ 2025-2025 Master [4] REVISION NUMBER:

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

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

ADD) OLI P er TYPE OF INSURANCE Nene POLICY NUMBER (HNO) Fa LIMITS ><] COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 5,000,000 | cLAIMS-MADE OccUR PREMISES (Ea oveurrence) | § 100,000 |_| MED EXP (Any one person) $ 5,000
al | Y | ¥ | 0100375587-0 0@/06/2025 | 06/08/2026 [preconareapvinsury | s 5.000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 9,000,000 POLICY iRO: Loc PRODUCTS -COMP/OPAGG | 5 5,000,000
OTHER: UAS per Occurence $ 5,000,000
| AUTOMOBILE LIABILITY Gea LIMIT $ 1,000,000
ANY AUTO BODILY INJURY (Per parson) $
[| OWNED SCHEDULED BT ony ScnEO Y | Y | 980111600 04/19/2025 | 10/19/2025 | BODILY INJURY (Per acciden) | s ><} HIRED NON-OWNED | PROPERTY DAMAGE ; | 24] AUTOS ONLY AUTOS ONLY | (Per accident) Blanket Waiver of $
|__| UMBRELLA LIAB occur EACH OCCURRENCE $
EXCESS LIAB Cuan. MABE AGGREGATE s
veo |__| reTENTION s
WORKERS COMPENSATION PER OTH AND EMPLOYERS' LIABILITY YIN D1 sifrure |_| ek TSeaae Cee ee NEUEXECUTIVE nra| Y | TWC4581953 04/24/2025 | 04/24/2026 LELEACHACCIDENT so (Mandatory in NH) EL. DISEASE. EA EMPLOyEE | § 1,000,000 If yes, describe under 7,000,000 DESCRIPTION OF OPERATIONS below EL DISEASE - PoLcY Limit | s 1,000, E a Goricss Each Clalm $1,000,000 rors and Omissions
D Y VGPL001996 04/27/2025 | 04/19/2026 | General Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) CSCDA is named as an Additional insured with respect to General Liability, Auto Liability and Aviation Liability if required by written contract, includes Includes Waiver of Subrogation with respect to General Liability, Auto Liability and Aviation Liability. Waiver of Subrogation with respect to Workers Compensation included. 9

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CSCDA ACCORDANCE WITH THE POLICY PROVISIONS.
!
1700 North Broadway, Suite 405
Wainut Creek

AUTHORIZED REPRESENTATIVE
CA 94596 Chore, Worpenars
ACORD 265 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Form 2366 (02/11)

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy, Motor Truck Cargo Legal Liability Coverage Endorsement, and/or Commercial General Li- ability Coverage Endorsement, as appears on the declarations page. All terms and conditions of the policy apply unless modified by this endorsement.

If you pay the fee for this Blanket Additional Insured Endorsement, we agree with you that any person or organization with whom you have executed a written agreement prior to any loss is added as an additional insured with respect to such liability cover- age as is afforded by the policy, but this insurance applies to such additional insured only as a person or organization liable for your operations and then only to the extent of that liability. This endorsement does not apply to acts, omissions, products, work, or operations of the additional insured.

Regardless of the provisions of paragraph a. and b. of the <Other Insurance9 clause of this policy, if the person or organization with whom you have executed a written agree- ment has other insurance under which itis the first named insured and that insurance also applies, then this insurance is primary to and non-contributory with that other insurance when the written contract or agreement between you and that person or organization, signed and executed by you before the bodily injury or property dam- age occurs and in effect during the policy period, requires this insurance to be primary and non-contributory.

In no way does this endorsement waive the <Other Insurance= clause of the policy, nor make this policy primary to third parties hired by the insured to perform work for the insured or on the insured9s behalf.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Form 2367 (06/10)

BLANKET WAIVER OF SUBROGATION ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy, Motor _Truck Cargo Legal Liability Coverage Endorsement, and/or Commercial General Li 8ability Coverage Endorsement, as appears on the declarations page. All terms and conditions of the policy apply unless modified by this endorsement 34 if you pay the fee for this Blanket Waiver of Subrogation Endorsement, we agree to waive any and all subrogation claims against any person or organization with whom a written waiver agreement has been executed by the named insured, as required by written contract, prior to the occurrence of any loss.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Form 2368 (06/10)

LOAN/LEASE GAP COVERAGE ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy. All terms and conditions of the policy apply unless modified by this endorsement INSURING AGREEMENT4LOAN/LEASE PAYOFF COVERAGE
If you pay the premium for this coverage, and the insured auto for which this cover age was purchased is deemed by us to be a total loss, we will pay, in addition to any amounts otherwise payable under Part Il of your policy, the difference between:

1. the actual cash value of the insured auto at the time of the total loss; and

2. any greater amount the owner of the insured auto Is legally obligated to pay under a written loan or lease agreement to which the insured auto is subject at the time of the total loss, reduced by:
a. unpaid finance charges or refunds due to the owner for such charges; b. excess mileage charges or charges for wear and tear; c. charges for extended warranties or refunds due to the owner for extended warranties;
d. charges for credit insurance or refunds due to the owner for credit insurance; e. past due payments and charges for past due payments; and f. collection or repossession expenses.

However, our payment under this coverage shall not exceed the limit of liability shown on the declarations page. The limit of liability is a percentage of the actual cash value of the insured auto at the time of the loss.

This coverage applies only if you have purchased both Comprehensive Coverage and Collision Coverage for that insured auto and the loss is covered under one of those coverages. _

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.
35 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF

SUBROGATION) - AUTOMATIC
Attached To and Forming Part of Policy
0100375587-0
Effective Date of Endorsement
06/06/2025 12:01AM at the Named
Insured address shown on the Declarations
Named Insured
Flying Lion Inc
Additional Premium:
$0
Return Premium:
$o
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

ELECTRONIC DATA LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES

POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section lV 4 Conditions:

We waive any right of recovery against any person or
organization, because of any payment we make
under this Coverage Part, to whom the insured has
waived its right of recovery in a written contract or
agreement. Such waiver by us applies only to the
extent that the insured has waived its right of
recovery against such person or organization prior to
loss.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CG 245312 19 © Insurance Services Office, Inc, 2018 Page lofi THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and Forming Part of Policy
0100375587-0
Effective Date of Endorsement
06/06/2025 12:01AM at the Named
Insured address shown on the Declarations
Named Insured
Flying Lion Inc
Additional Premium:
$0
Return Premium:
$0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE

ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE

PRODUCTS POLLUTION LIABILITY COVERAGE

PREMISES ENVIRONMENTAL LIABILITY INSURANCE COVERAGE

ENVIRONMENTAL COMBINED LIABILITY POLICY - ALL COVERAGE PARTS The insurance provided to Additional Insureds shall be excess with respect to any other valid and collectible insurance available to the Additional Insured unless the written contract specifically requires that this insurance apply on a primary and non-contributory basis, in which case this insurance shall be primary and non-contributory.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5003 0717 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT - MORTGAGEE,

ASSIGNEE, OR RECEIVER
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$o i)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il - WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but:
1, Only if such written contract was executed prior to the <bodily injury= or <property damage= and is in effect at the time the <bodily injury= or <property damage= occurs; and

2. Only with respect to such person or organization9s vicarious liability for <bodily injury= or <property damage= as mortgagee, assignee, or receiver; and

3. Solely for liability caused by the ownership, maintenance or use of the premises by you and for which such person Or organization is mortgagee, assignee, or receiver.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured.

B. With respect to the insurance afforded to the Additional Insured, the following additional exclusion applies:

1. This insurance does not apply to any structural alterations, new construction or demolition operations performed by or for the Additional Insured.

C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Hl 4 LIMITS OF INSURANCE:

The most we will pay on behalf ofthe Additional Insured is the amount of insurance:

1. Required by the written contract; or

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

CAS5016 0420 Page 1 of 2
D. Duties of the Additional Insured in the event of an <occurrence=, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence= which may result in a claim, a claim which is made, or, a <suit= to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5016 0420 Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT - MANAGERS OR

LESSORS OF PREMISES
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$0 $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION II - WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but:

1. Only if such written contract was executed prior to the <bodily injury= or <property damage= and is in effect at the time the <bodily injury= or <property damage= occurs; and

2. Only with respect to such person or organization9s vicarious liability for <bodily injury= or <property damage= as manager or lessor of that part of the premises leased to you; and

3. Solely for liability caused by the ownership, maintenance or use of that part of the premises leased to you by such person or organization.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured.

B. With respect to the insurance afforded to the Additional Insured, the following additional exclusions apply:

1. This insurance does not apply to:
a. Any <occurrence= which takes place after you cease to be a tenant in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured; or
c. Any <bodily injury=, <property damage= or <personal and advertising injury= arising out of:
(1) The sole negligence of the Additional Insured or any employees of the Additional Insured; or (2) Any obligation of the Additional Insured to indemnify another because of damages arising out of.such injury or damage. ;

2. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured.

C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION III 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. Required by the written contract; or
CAS5017 0420 Page 1 of 2

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

D. Duties of the Additional Insured in the event of an <occurrence=, offense, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence=, an offense which may result in a claim, a claim which is made, or, a <suit= to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5017 0420 Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED- STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR

POLITICAL SUBDIVISION PERMITS - BLANKET
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion tnc Insured address shown on the Declarations
Additional Premium: Return Premium:

SO $o
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il- WHO IS AN INSURED is amended to include as an Additional! Insured, any state or governmental agency or subdivision or political subdivision that has issued a permit for your operations, when it is required as a condition of such permit that the state or governmental agency or subdivision or political subdivision be named as an Additional Insured on this Policy, but only with respect to vicarious liability imposed on the Additional Insured as a result of those operations performed by you or on your behalf for which the state or political subdivision has issued the permit.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required, as a condition of the permit, to provide for such Additional Insured.

B. With respect to the insurance afforded to these Additional Insureds, the following additional exclusions apply:

This insurance does not apply to any:
yt

1. <Bodily injury=, <property damage= or <personal and advertising injury= arising out of operations performed for the state or municipality;

2. <Bodily injury= or <property damage= included within the <products-completed operations hazard=; ou

3. <Bodily injury=, <property damage= or <personal and advertising injury= arising out of the sole negligence of the Additional Insured or employees of the Additional Insured; or at,

4. <Bodily injury=, <property damage= or <personal and advertising injury= to any employee of the Named Insured or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage.

C. Astate or political subdivision9s status as an Additional Insured under this endorsement ends when <your work= under such permit is completed. ,
D. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION II 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. Required as a condition of the permit; or

2. Available under the applicable limits of insurance;
whichever is less.

CAS5018 0420 Page 1 of 2
This endorsement shall not increase the applicable limits of insurance.

E. Duties of the Additional Insured in the event of <occurrence=, offense, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence= an offense which may result in a claim, a claim which is made or a <suit=, to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured A. may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CASS018 0420 Page 2 of 2
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Any person or organization as required by written contract 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 4/24/2025 Policy No. TWC4581953 Endorsement No. 0 Insured Flying Lion, Inc Premium $ 18,020
Insurance Company Technology Insurance Company, Inc.

Countersigned by
WC 00 03 13
(Ed. 04-84)
Policy Number: VGPL001996 VP 07 83 07 17
Insured Name: Flying Lion Inc
Number: 2 Effective Date: 04/27/2025
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

Professional Liability Coverage Part
I. Section Vill. DEFINITIONS, paragraph G. Insured(s), is amended to add the following provisions:

Insured includes as an additional Insured any person or organization for whom the Named Insured 8is performing Professional Services when the Named Insured and such person or organization have agreed in writing in a contract or agreement, prior to the performance of Professional Services, that such person or organization be added as an additional Insured on the Named Insured9s policy. This endorsement shall only apply to Claim Expenses with respect to Claims made against such additional Insured arising solely out of Wrongful Acts of the Named Insured in the performance of Professional Services for the additional Insured.

The Company will not pay any Loss on behalf of the additional Insured.

Such person or organization is an additional Insured only with respect to the Named Insured9s ongoing performance of Professional Services for the additional Insured. A person9s or organization9s status as an additional Insured under this endorsement ends when the Named Insured9s Professional Services for that additional Insured are completed.

Il. Section lV. EXCLUSIONS, paragraph L. Insureds versus Insureds, is deleted in its entirety and replaced with the following:

L. Insureds versus Insureds
Claim by or on behalf of any Insured, or any present or former shareholder, partner, officer, director, or employee of any Insured, against any other Insured. However, this exclusion shail not apply to any Claim made against the Named Insured by any person or organization considered an additional Insured and that would otherwise be afforded under this Policy.

Endorsement Premium: Included
All other terms and conditions of this Policy remain unchanged.

VP 07 83 07 17 © Vela Insurance Services Page 1 of 1
All Rights Reserved
) @
ACORD
Me

CERTIFICATE OF LIABILITY INSURANCE

DATE (MMIDDIYYYY)
06/23/2025

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, certaln policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in leu of such endorsement(s).

PRODUCER CONTACT Cheri Harpenau
Henriott Group, Inc. [PHONE ext, (785) 429-5000 FAX oy, (785) 742-8902 1020 Gemini Lane, Ste.100 EMAIL 5g, [email protected] INSURER(S) AFFORDING COVERAGE NAIC #
West Lafayette IN 47906 insureRa: Kinsale Insurance Company 38920 INSURED INsureRB: United Financial Casualty Company 11770 Flying Lion, Inc, Sky Ladder Drones, Sky Ladder Services INSURERC; Technology Insurance Company, Inc. 42376 2110 Artesia Blvd Ste 234 INSURER D; Gemini Insurance Company 10833 INSURER E:

Redondo Beach CA 90278-3073 | wsurerF:

COVERAGES CERTIFICATE NUMBER: 2025-2025 Master [4] REVISION NUMBER:

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

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

INSR ADDL|SUBR POLICY EFF] CY EXP LTR TYPE OF INSURANCE INSD | WvD POLICY NUMBER (HDD) (aMIDDIVEYY) UMITS ><} COMMERCIAL GENERAL LIABILITY PACH OCCURRENCE 5 5,000,000 N CLAIMS-MADE [x OCCUR PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) s 5,000
A Y | ¥ | 0100375587-0 06/06/2025 | 06/06/2026 | personataaovinury | 5 5,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s_ 5,000,000 >< pouicy es [| Loc PROOUCTS-comP/oPAGG | s 5-200,000
OTHER: UAS per Occurence s 5,000,000
AUTOMOBILE LIABILITY FRUBINED SINGLE UnalT s 1,000,000
ANY AUTO. BODILY INJURY (Per person) 3
OWNED SCHEDULED i B CWE uy screo Y | Y | 980111800 04/19/2025 | 10/19/2025 | BODILY INJURY (Per accidant) | s >< HIRED NON-OWNED PROPERTY DAMAGE ; | AS) AUTOS ONLY AUTOS ONLY |_ (Per accident) Blanket Waiver of fy
UMBRELLA LIAB OCCUR EACH OCCURRENCE s
EXCESS LIAB CLAIMS-MADE N AGGREGATE $
DED | | RETENTION $ s

WORKERS COMPENSATION PER OTH
AND EMPLOYERS' LIABILITY YIN 21 srawre | [Ee ee
CG [ANT EROERIE TORPARTNERIEXECUTIVE NIA TWC4581953 04/24/2025 | 04/24/2026 [EL EACH ACCIDENT s TBODGOS (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE | ¢_ 1-400, If yas, describe under 4.000.000
DESCRIPTION OF OPERATIONS belew E.L, DISEASE-PoucyuMIT | s 1-900, . Each Claim $1,000,000
Errors and Omissions
D Y VGPL001996 04/27/2025 | 04/19/2026 | General Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Standard USB Administrator LLC is named as an Additional insured with respect to General Liability, Auto Liability and Aviation Liability if required by written contract, includes Includes Waiver of Subrogation with respect to General Liability, Auto Liability and Aviation Liability. Waiver of Subrogation with respect to Workers Compensation included.

CERTIFICATE HOLDER CANCELLATION
Standard USB Administrator LLC
615 E Carson St
Carson
j
CA 90745

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
Che, Horpenan
ACORD 26 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Form 2366 (02/11)

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy, Motor Truck Cargo Legal Liability Coverage Endorsement, and/or Commercial General Li- ability Coverage Endorsement, as appears on the declarations page. All terms and conditions of the policy apply unless modified by this endorsement.

If you pay the fee for this Blanket Additional Insured Endorsement, we agree with you that any person or organization with whom you have executed a written agreement prior to any loss is added as an additional insured with respect to such liability cover age as is afforded by the policy, but this insurance applies to such additional insured only as a person or organization liable for your operations and then only to the extent of that liability. This endorsement does not apply to acts, omissions, products, work, or operations of the additional insured.

Regardless of the provisions of paragraph a. and b. of the <Other Insurance9 clause of this policy, if the person or organization with whom you have executed a written agree- ment has other insurance under which it is the first named insured and that insurance also applies, then this insurance is primary to and non-contributory with that other insurance when the written contract or agreement between you and that person or organization, signed and executed by you before the bodily injury or property dam- age occurs and in effect during the policy period, requires this insurance to be primary and non-contributory.

In no way does this endorsement waive the <Other Insurance= clause of the policy, nor make this policy primary to third parties hired by the insured to perform work for the insured or on the insured9s behalf.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Form 2367 (06/10)

BLANKET WAIVER OF SUBROGATION ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy, Motor Truck Cargo Legal Liability Coverage Endorsement, and/or Commercial General Li- ability Coverage Endorsement, as appears on the declarations page. All terms and conditions of the policy apply unless modified by this endorsement. 34 If you pay the fee for this Blanket Waiver of Subrogation Endorsement, we agree to waive any and all subrogation claims against any person or organization with whom a written waiver agreement has been executed by the named insured, as required by written contract, prior to the occurrence of any loss.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Form 2368 (06/10)

LOAN/LEASE GAP COVERAGE ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy. All terms and conditions of the policy apply unless modified by this endorsement INSURING AGREEMENT4LOAN/LEASE PAYOFF COVERAGE
If you pay the premium for this coverage, and the insured auto for which this cover- age was purchased is deemed by us to be a total loss, we will pay, in addition to any amounts otherwise payable under Part Il of your policy, the difference between:

1. the actual cash value of the insured auto at the time of the total loss; and

2. any greater amount the owner of the insured auto is legally obligated to pay under a written loan or lease agreement to which the insured auto is subject at the time of the total loss, reduced by:
a. unpaid finance charges or refunds due to the owner for such charges; b. excess mileage charges or charges for wear and tear; c. charges for extended warranties or refunds due to the owner for extended warranties;
d. charges for credit insurance or refunds due to the owner for credit insurance; @. past due payments and charges for past due payments; and f. collection or repossession expenses.

However, our payment under this coverage shall not exceed the fimit of liability shown on the declarations page. The limit of liability is a percentage of the actual cash value of the insured auto at the time of the loss.

This coverage applies only if you have purchased both Comprehensive Coverage and Collision Coverage for that insured auto and the loss is covered under one of those coverages.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.
35 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF

SUBROGATION) - AUTOMATIC
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations ;
Additional Premium: Return Premium:
$0 $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

ELECTRONIC DATA LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES

POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV 4 Conditions:

We waive any right of recovery against any person or
organization, because of any payment we make
under this Coverage Part, to whom the insured has
waived its right of recovery in a written contract or
agreement. Such waiver by us applies only to the
extent that the insured has waived its right of
recovery against such person or organization prior to
loss.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CG 2453 12 19 © Insurance Services Office, Inc, 2018 Page lof 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and Forming Part of Policy
0100375587-0
Effective Date of Endorsement
06/06/2025 12:01AM at the Named
Insured address shown on the Declarations
Named Insured
Flying Lion Inc
Additional Premium:
$0
Return Premium:
$o
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE

ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE

PRODUCTS POLLUTION LIABILITY COVERAGE

PREMISES ENVIRONMENTAL LIABILITY INSURANCE COVERAGE

ENVIRONMENTAL COMBINED LIABILITY POLICY - ALL COVERAGE PARTS The insurance provided to Additional insureds shall be excess with respect to any other valid and collectible insurance available to the Additional Insured unless the written contract specifically requires that this insurance apply on a primary and non-contributory basis, in which case this insurance shall be primary and non-contributory.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5003 0717 Page lof 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT - MORTGAGEE,

ASSIGNEE, OR RECEIVER
Attached To and Forming Part of Policy
0100375587-0
Effective Date of Endorsement
06/06/2025 12:01AM at the Named
Insured address shown on the Declarations
Named Insured
Flying Lion Inc
Additional Premium:
$0
Return Premium:
$0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il - WHOIS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but:

1. Only if such written contract was executed prior to the <bodily injury= or <property damage= and is in effect at the time the <bodily injury= or <property damage= occurs; and

2. Only with respect to such person or organization9s vicarious liability for <bodily injury= or <property damage= as mortgagee, assignee, or receiver; and

3. Solely for liability caused by the ownership, maintenance or use of the premises by you and for which such person or organization is mortgagee, assignee, or receiver.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured.

B. With respect to the insurance afforded to the Additional Insured, the following additional exclusion applies:

1. This insurance does not apply to any structural alterations, new construction or demolition operations performed by or for the Additional Insured.

C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION I! 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. Required by the written contract; or

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

CAS5016 0420 Page 1 of 2
D. Duties of the Additional Insured in the event of an <occurrence=, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence= which may result in a claim, a claim which is made, or, a <suit= to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5016 0420 Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT - MANAGERS OR

LESSORS OF PREMISES
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$0 $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il - WHOIS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but:

1. Only if such written contract was executed prior to the <bodily injury= or <property damage= and is in effect at the time the <bodily injury= or <property damage= occurs; and

2. Only with respect to such person or organization9s vicarious liability for <bodily injury= or <property damage= as manager or lessor of that part of the premises leased to you; and

3. Solely for liability caused by the ownership, maintenance or use of that part of the premises leased to you by such person or organization.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured.

B. With respect to the insurance afforded to the Additional Insured, the following additional exclusions apply:

1. This insurance does not apply to:
a. Any <occurrence= which takes place after you cease to be a tenant in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured; or
c. Any <bodily injury=, <property damage= or <personal and advertising injury= arising out of:
(1) The sole negligence of the Additional Insured or any employees of the Additional Insured; or (2) Any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage. -

2. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured.

C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION II! 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. Required by the written contract; or
CAS5017 0420 Page 1 of 2

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

D. Duties of the Additional Insured in the event of an <occurrence=, offense, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence=, an offense which may result ina claim, a claim which is made, or, a <suit= to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CASS5017 0420 Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED- STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR

POLITICAL SUBDIVISION PERMITS - BLANKET
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$0 $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il - WHO IS AN INSURED is amended to include as an Additional Insured, any state or governmental agency or subdivision or political subdivision that has issued a permit for your operations, when it is required as a condition of such permit that the state or governmental agency or subdivision or political subdivision be named as an Additional Insured on this Policy, but only with respect to vicarious liability imposed on the Additional Insured as a result of those operations performed by you or on your behalf for which the state or political subdivision has issued the permit.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required, as a condition of the permit, to provide for such Additional Insured.

B. With respect to the insurance afforded to these Additional Insureds, the following additional exclusions apply:

This insurance does not apply to any:

1. <Bodily injury=, <property damage= or <personal and advertising injury= arising out of operations performed for the state or municipality;

2. <Bodily injury= or <property damage= included within the <products-completed operations hazard=;

3. <Bodily injury9, <property damage= or <personal and advertising injury= arising out of the sole negligence of the Additional Insured or employees of the Additional Insured; or

4. <Bodily injury=, <property damage= or <personal and advertising injury= to any employee of the Named Insured :
or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage.
-C. Astate or political subdivision9s status as an Additional Insured under this endorsement ends when <your work= under such permit is completed. a
D. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION III 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. Required as a condition of the permit; or

2. Available under the applicable limits of insurance;
whichever is less.

CAS5018 0420 Page 1 of 2
This endorsement shall not increase the applicable limits of insurance.

E. Duties of the Additional Insured in the event of <occurrence=, offense, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence= an offense which may result in a claim, a claim which is made or a <suit=, to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured A. may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5018 0420 Page 2 of 2
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 43 (Ed. 04-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Any person or organization as required by written contract 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 4/24/2025 Policy No. TWC4581953 Endorsement No. 0 Insured Flying Lion, Inc Premium $ 18,020
Insurance Company Technology Insurance Company, Inc.

Countersigned by
WC 00 03 13
(Ed. 04-84)
Policy Number: VGPL001996 VP 07 83 07 17
Insured Name: Flying Lion Inc
Number: 2 Effective Date: 04/27/2025
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

Professional Liability Coverage Part
I. Section Vill. DEFINITIONS, paragraph G. Insured(s), is amended to add the following provisions:

Insured includes as an additional Insured any person or organization for whom the Named Insured is performing Professional Services when the Named Insured and such person or organization have agreed in writing in a contract or agreement, prior to the performance of Professional Services, that such person or organization be added as an additional Insured on the Named Insured9s policy. This endorsement shall only apply to Claim Expenses with respect to Claims made against such additional Insured arising solely out of Wrongful Acts of the Named Insured in the performance of Professional Services for the additional Insured.

The Company will not pay any Loss on behalf of the additional Insured.

Such person or organization is an additional Insured only with respect to the Named Insured9s ongoing performance of Professional Services for the additional Insured. A person's or organization's status as an additional Insured under this endorsement ends when the Named Insured9s Professional Services for that additional Insured are completed.
ll. Section IV. EXCLUSIONS, paragraph L. Insureds versus Insureds, is deleted in its entirety and replaced with the following:

L. insureds versus Insureds
Claim by or on behalf of any Insured, or any present or former shareholder, partner, officer, director, or employee of any Insured, against any other Insured. However, this exclusion shall not apply to any Claim made against the Named Insured by any person or organization considered an additional Insured and that would otherwise be afforded under this Policy.

Endorsement Premium: Included
All other terms and conditions of this Policy remain unchanged.

VP 07 83 07 17 © Vela Insurance Services Page 1 of 1
All Rights Reserved
a lo» ACCORD CERTIFICATE OF LIABILITY INSURANCE

DATE (MMIDDIYYYY)
06/23/2025
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(les) 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 fleu of such endorsement(s).

PRODUCER
Henriott Group, Inc.
1020 Gemini Lane, Ste.100
CONTACT 7 NAME: Cheri Harpenau
PHONE 4). (765) 429-6000 | FANG, No): (765) 742-8902
EM .

E MAb gs, [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
West Lafayette IN 47906 insurERA: Kinsale Insurance Company 38920 INSURED INSURERB: United Financial Casualty Company 11770 Flying Lion, Inc, Sky Ladder Drones, Sky Ladder Services INSURERC: Jechnology Insurance Company, Inc. 42376 2110 Artesia Blvd Ste 234 INSURERD; Gemini Insurance Company 10833 INSURER E:

Redondo Beach CA 90278-3073 | insurere:

COVERAGES CERTIFICATE NUMBER: 2025-2025 Master [4] REVISION NUMBER:

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

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

ADDL} [oy
en TYPE OF INSURANCE POLICY NUMBER (MN/DDIVYYY) (MMDBIYYYY) LIMITS ><| COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 95.000,000 CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ 100,000
= MED EXP (Any one person) $ 5,000
Al | Y 0100375587-0 06/06/2025 | 06/08/2026 | personas apvINJURY | § £000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE s_ 5,000,000 POLICY TES Loc PRODUCTS-comP/oPAGG | s_%:000,000
OTHER: UAS per Occurence s 5,000,000
| AUTOMOBILE LIABILITY fe es UMIT s 1,000,000
ANY AUTO BODILY INJURY (Per person) | $
[| OWNED SCHEDULED B |__| auros OnLy AUTOS Y 980111600 04/19/2025 | 10/19/2025 | BODILY INJURY (Per accident) | $ ><} HIRED NON-OWNED PROPERTY DAMAGE $ LAN AUTOS ONLY AUTOS ONLY | (Per aceldent) Blanket Waiver of $
|__| UMBRELLA LAB OccUR EACH OCCURRENCE s

EXCESS LIAB CLAIMS-MADE AGGREGATE
DED | | RETENTION $

WORKERS COMPENSATION PER OTH
AND EMPLOYERS9 LIABILITY YIN 21 Shure | | ee =
C {OMICERMEMBER EXCLUDED? Ye NIA TWC4581953 04/24/2025 | 04/24/2026 | EL EACHACCIDENT $ (Mandatory in NH) E.L DISEASE -EAEMPLOYEE | $ 1,000,000 if yes, describe under 1,000,000
DESCRIPTION OF OPERATIONS below EL. DISEASE-POLICY UMIT | $ [UY Each Claim $1,000,000 Errors and Omissions
D Y VGPL001996 04/27/2025 | 04/19/2026 | General Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space |s required) Faring Capital, LLC is.named as an Additional insured with respect to Genera! Liability, Auto Liability and Aviation Liabillty if required by written contract, includes Includes Waiver.of Subrogation with respect to General Liability, Auto Liability and Aviation Liability. Waiver of Subrogation with respect to Workers Compensation included. 7

CERTIFICATE HOLDER CANCELLATION
Faring Capital LLC
659 N. Robertson Blvd
West Hollywood
|
CA 90069

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
Chery Harpenorr
ACORD 265 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Form 2366 (02/11)

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy, Motor Truck Cargo Legal Liability Coverage Endorsement, and/or Commercial General Li ability Coverage Endorsement, as appears on the declarations page. All terms and conditions of the policy apply unless modified by this endorsement.

If you pay the fee for this Blanket Additional Insured Endorsement, we agree with you that any person or organization with whom you have executed a written agreement prior to any loss is added as an additional insured with respect to such liability cover- age as is afforded by the policy, but this insurance applies to such additional insured only as a person or organization liable for your operations and then only to the extent of that liability. This endorsement does not apply to acts, omissions, products, work, or operations of the additional insured.

Regardless of the provisions of paragraph a. and b. of the <Other Insurance9 clause of this policy, if the person or organization with whom you have executed a written agree- ment has other insurance under which it is the first named insured and that insurance also applies, then this insurance is primary to and non-contributory with that other insurance when the written contract or agreement between you and that person or organization, signed and executed by you before the bodily injury or property dam- age occurs and in effect during the policy period, requires this insurance to be primary and non-contributory.

In no way does this endorsement waive the <Other Insurance= clause of the policy, nor make this policy primary to third parties hired by the insured to perform work for the insured or on the insured9s behalf.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Form 2367 (06/10)

BLANKET WAIVER OF SUBROGATION ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy, Motor Truck Cargo Legal Liability Coverage Endorsement, and/or Commercial General Li- ability Coverage Endorsement, as appears on the declarations page. All terms and conditions of the policy apply unless madified by this endorsement. 34 If you pay the fee for this Blanket Waiver of Subrogation Endorsement, we agree to waive any and all subrogation claims against any person or organization with whom a written waiver agreement has been executed by the named insured, as required by written contract, prior fo the occurrence of any loss.

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.

Form 2368 (06/10)

LOAN/LEASE GAP COVERAGE ENDORSEMENT
This endorsement modifies insurance provided by the Commercial Auto Policy. All terms and conditions of the policy apply unless modified by this endorsement INSURING AGREEMENT4LOAN/LEASE PAYOFF COVERAGE
If you pay the premium for this coverage, and the insured auto for which this cover age was purchased is deemed by us to be a total loss, we will pay, in addition to any amounts otherwise payable under Part Il of your policy, the difference between:

1. the actual cash value of the insured auto at the time of the total loss; and

2. any greater amount the owner of the insured auto is legally obligated to pay under a written loan or lease agreement to which the insured auto is subject at the time of the total loss, reduced by:
a. unpaid finance charges or refunds due to the owner for such charges; b. excess mileage charges or charges for wear and tear; c. charges for extended warranties or refunds due to the owner for extended warranties;
d. charges for credit insurance or refunds due to the owner for credit insurance; e. past due payments and charges for past due payments; and f. collection or repossession expenses.

However, our payment under this coverage shall not exceed the limit of liability shown on the declarations page. The limit of liability is a percentage of the actual cash value of the insured auto at the time of the loss.

This coverage applies only if you have purchaged both Comprehensive Coverage and Collision Coverage for that insured auto and the loss is covered under one of those coverages. tM

ALL OTHER TERMS, LIMITS, AND PROVISIONS OF THE POLICY REMAIN UNCHANGED.
35 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF

SUBROGATION) - AUTOMATIC
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$0 $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

ELECTRONIC DATA LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES

POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV 4 Conditions:

We waive any right of recovery against any person or
organization, because of any payment we make
under this Coverage Part, to whom the insured has
waived its right of recovery in a written contract or
agreement. Such waiver by us applies only to the
extent that the insured has waived its right of
recovery against such person or organization prior to
loss.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CG 24531219 © Insurance Services Office, Inc, 2018 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and Forming Part of Policy
0100375587-0
Effective Date of Endorsement
06/06/2025 12:01AM at the Named
Insured address shown on the Declarations
Named Insured
Flying Lion Inc
Additional Premium:
$0
Return Premium:
$0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE

ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE

PRODUCTS POLLUTION LIABILITY COVERAGE

PREMISES ENVIRONMENTAL LIABILITY INSURANCE COVERAGE

ENVIRONMENTAL COMBINED LIABILITY POLICY - ALL COVERAGE PARTS The insurance provided to Additional Insureds shall be excess with respect to any other valid and collectible insurance available to the Additional Insured unless the written contract specifically requires that this insurance apply on a primary and non-contributory basis, in which case this insurance shall be primary and non-contributory.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CASS5003 0717 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT - MORTGAGEE,

ASSIGNEE, OR RECEIVER
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$o $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il - WHO IS AN INSURED is amended to include any person or organization you are required by written c.
contract to add as an Additional Insured on this Policy, but:

1. Only if such written contract was executed prior to the <bodily injury= or <property damage= and is in effect at the time the <bodily injury= or <property damage= occurs; and

2. Only with respect to such person or organization9s vicarious liability for <bodily injury= or <property damage= as mortgagee, assignee, or receiver; and

3. Solely for liability caused by the ownership, maintenance or use of the premises by you and for which such person or organization is mortgagee, assignee, or receiver.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured.

With respect to the insurance afforded to the Additional Insured, the following additional exclusion applies:

1. This insurance does not apply to any structural alterations, new construction or demolition operations performed by or for the Additional Insured.

With respect to the insurance afforded to the Additional Insured, the following is added to SECTION III 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:
1: Required by the written contract; or

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

CAS5016 0420 Page 1of 2
D. Duties of the Additional Insured in the event of an <occurrence=, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence= which may result in a claim, a claim which is made, or, a <suit= to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5016 0420 Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT - MANAGERS OR

LESSORS OF PREMISES
Attached To and Forming Part of Policy
0100375587-0
Effective Date of Endorsement
06/06/2025 12:01AM at the Named
Insured address shown on the Declarations
Named Insured
Flying Lion Inc
Additional Premium:
$0
Return Premium:
so
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION Il - WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but:

1. Only if such written contract was executed prior to the <bodily injury9 or <property damage= and is in effect at the time the <bodily injury= or <property damage= occurs; and

2. Only with respect to such person or organization9s vicarious liability for <bodily injury= or <property damage= as manager or lessor of that part of the premises leased to you; and

3. Solely for liability caused by the ownership, maintenance or use of that part of the premises leased to you by such person or organization.

However:

1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured.

B. With respect to the insurance afforded to the Additional Insured, the following additional exclusions apply:

1. This insurance does not apply to:
a. Any <occurrence= which takes place after you cease to be a tenant in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured; or
m4 c. Any <bodily injury=, <property damage= or <personal and advertising injury= arising out of:
(1) The sole negligence of the Additional Insured or any employees of the Additional Insured; or (2) Any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage.

2. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured.

C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION IIf 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. Required by the written contract; or
CAS5017 0420 Page 1 of 2

2. Available under the applicable limits of insurance;
whichever is less.

This endorsement shall not increase the applicable limits of insurance.

D. Duties of the Additional Insured in the event of an <occurrence=, offense, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence=, an offense which may result in a claim, a claim which is made, or, a <suit= to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5017 0420 Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED- STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR

POLITICAL SUBDIVISION PERMITS - BLANKET
Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100375587-0 06/06/2025 12:01AM at the Named Flying Lion Inc Insured address shown on the Declarations
Additional Premium: Return Premium:
$0 $0
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE
A. SECTION II - WHO IS AN INSURED is amended to include as an Additional Insured, any state or governmental agency or subdivision or political subdivision that has issued a permit for your operations, when it is required as a condition of such permit that the state or governmental agency or subdivision or political subdivision be named as an Additional Insured on this Policy, but only with respect to vicarious liability imposed on the Additional Insured as a result of those operations performed by you or on your behalf for which the state or political subdivision has issued the permit.

However:

The insurance afforded to such Additional Insured only applies to the extent permitted by law; and Will not be broader than that which you are required, as a condition of the permit, to provide for such Additional Insured.

With respect to the insurance afforded to these Additional Insureds, the following additional exclusions apply:

This insurance does not apply to any:

1. <Bodily injury=, <property damage= or <personal and advertising injury= arising out of operations performed for the state or municipality;

2. <Bodily injury= or <property damage= included within the <products-completed operations hazard=; mu 3. <Bodily injury=, <property damage= or <personal and advertising injury= arising out of the sole negligence of the Additional Insured or employees of the Additional Insured; or wo 4. <Bodily injury=, <property damage= or <personal and advertising injury= to any employee of the Named Insured or to any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage.

A state or political subdivision9s status as an Additional Insured under this endorsement ends when <your work= under such permit is completed. co
With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Il 4 LIMITS OF INSURANCE:

The most we will pay on behalf of the Additional Insured is the amount of insurance:

1. 2.

Required as a condition of the permit; or
Available under the applicable limits of insurance;
whichever is less.

CAS5018 0420 Page 1 of 2
This endorsement shall not increase the applicable limits of insurance.

E. Duties of the Additional Insured in the event of <occurrence=, offense, claim or <suit=:

1. The Additional Insured must promptly give notice of an <occurrence= an offense which may result in a claim, a claim which is made or a <suit=, to any other insurer which has insurance for a loss to which this insurance may apply.

2. The Additional Insured must promptly tender the defense of any claim made or <suit= to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured A. may qualify as an Additional Insured for a loss to which this insurance may apply.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

CAS5018 0420 Page 2 of 2
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Any person or organization as required by written contract 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 4/24/2025 Policy No. TWC4581953 Endorsement No. 0 Insured Flying Lion, Inc Premium $ 18,020
Insurance Company Technology Insurance Company, Inc.

Countersigned by
WC 00 03 13
(Ed. 04-84)
6-18-25 - City of Carson - Flying Lion and The
Union - Right of Use Agreement (Standard
6-25-25) (FLI 6-25)-de_CLEANforSigs+COLis
Final Audit Report 2025-06-27
Created: 2025-06-27
By: Haley Cromwell ([email protected]) Status: Signed
Transaction ID: CBJCHBCAABAAhZ-MTsCQWS5YNdscYq--muh1 olibMBqLF "6-18-25 - City of Carson - Flying Lion and The Union - Right of Use Agreement (Standard 6-25-25) (FLI 6-25)-de_CLEANforSig s+COLIs" History
®) Document created by Haley Cromwell ([email protected]) 2025-06-27 - 0:02:07 AM GMT

3. Document emailed to Joe Ouellette ([email protected]) for signature 2025-06-27 - 0:02:16 AM GMT
#) Email viewed by Joe Ouellette ([email protected]) 2025-06-27 - 1:43:32 AM GMT
@%, Document e-signed by Joe Ouellette ([email protected]) Signature Date: 2025-06-27 - 3:15:14 AM GMT - Time Source: server ¬& Agreement completed.
2025-06-27 - 3:15:14 AM GMT
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Policy Number: VGPL001996 VP 07 83 07 17
Insured Name: Flying Lion Inc
Number: 2 Effective Date: 04/27/2025
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

Professional Liability Coverage Part
|. Section Vill. DEFINITIONS, paragraph G. Insured(s), is amended to add the following provisions:

Insured includes as an additional Insured any person or organization for whom the Named Insured is performing Professional Services when the Named Insured and such person or organization have agreed in writing in a contract or agreement, prior to the performance of Professional Services, that such person or organization be added as an additional Insured on the Named Insured9s policy. This endorsement shall only apply to Claim Expenses with respect to Claims made against such additional Insured arising solely out of Wrongful Acts of the Named Insured in the performance of Professional Services for the additional Insured.

The Company will not pay any Loss on behalf of the additional Insured.

Such person or organization is an additional Insured only with respect to the Named Insured9s ongoing performance of Professional Services for the additional Insured. A person's or organization's status as an additional Insured under this endorsement ends when the Named Insured9s Professional Services for that additional Insured are completed.
il. Section 1V. EXCLUSIONS, paragraph L. Insureds versus Insureds, is deleted in its entirety and replaced with the following:

L. Insureds versus Insureds
Claim by or on behalf of any Insured, or any present or former shareholder, partner, officer, director, or employee of any Insured, against any other Insured. However, this exclusion shall not apply to any Claim made against the Named Insured by any person or organization considered an additional Insured and that would otherwise be afforded under this Policy.

Endorsement Premium: Included
All other terms and conditions of this Policy remain unchanged.

VP 07 83 07 17 © Vela Insurance Services Page 1 of 1
All Rights Reserved

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, August 5, 2025, 5:00 PM
CONSENT 19. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Parks & Recreation Subject: CONSIDER AWARDING AND APPROVING CONTRACT SERVICES AGREEMENTS TO NEXGENSALES AND PROTIME SPORTS, INC. FOR ON-CALL PURCHASES OF YOUTH SPORTS UNIFORMS ASNEEDED (CITY COUNCIL) I. SUMMARY
The Community Services Department recently completed a Request for Proposals process (RFP No. 25-035) to solicit vendors that can furnish youth sports uniforms for baseball, softball, flag football, soccer, basketball, and track.

Staff is recommending the award and approval of two on-call Contract Services Agreements (each having a five- year initial term and a two-year option to extend thereafter) pursuant to the RFP, with (1) NexGen Sales (Exhibit No. 1) and (2) ProTime Sports, Inc. (Exhibit No. 2). Each proposed contract has a not-to-exceed Contract Sum of $1,750,000 over the initial five-year term, which equates to an annual average of no more than $350,000. Staff has recommended these higher Contract Sum totals (each permitting use of the full budgeted amount for youth sports uniforms on that one vendor to the exclusion of the other on-call vendor(s)) to ensure continued availability of services to meet the City's needs in case a vendor is unwilling or unable to provide needed services for any reason.

The City is not obligated to spend any amount under any of the proposed contracts.

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

II. RECOMMENDATION

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

2. AWARD and APPROVE a five-year on-call Contract Services Agreement, with one two-year extension at the the City's discretion, to ALISON WHITNEY MILLER DBA NEXGEN SALES, for the provision of youth sports uniforms, at a not-to-exceed Contract Sum of $1,750,000 for the initial five-year contract term (Exhibit No. 1; the "NexGen Contract"); and

3. AWARD and APPROVE a five-year on-call Contract Services Agreement, with one two-year extension at the the City's discretion, to PROTIME SPORTS, INC., for the provision of youth sports uniforms, at a not-to-exceed Contract Sum of $1,750,000 for the initial five-year contract term (Exhibit No. 2; the "ProTime Sports Contract"); and

4. AUTHORIZE the Mayor to execute the NexGen Contract and the ProTime Sports Contract, following approval as to form by the City Attorney.

III. ALTERNATIVES

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

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

In February 2025, Council approved three vendors for uniforms. One vendor, Triangle Sports, did not follow through with the proper insurance requirements and was never utilized. American Soccer Company and Buddy's All Stars provided inadequate service primarily due to uniform inaccuracies and late shipments. These contracts have not been terminated. However, they are on-call contracts and the City is not obligated to utilize them. After consultation with the City Attorney and Purchasing Division, staff determined it was best to go out to bid once more.

RFP No. 25-035 for On-Call Youth Sports Program - Uniforms (Exhibit No. 3) was finalized and posted with the feedback received from Recreation Center Supervisors and Youth Sports Coordinator. The RFP asked for written proposals from qualified vendors interested in being an on-call contractor for the purchase of youth sports uniforms for City of Carson-operated youth sports programs conducted at all City park and recreation facilities, with the aim of establishing an on-call panel capable of providing the capacity and flexibility necessary to meet the City's needs.  The estimated number of youth sports participants expected in a calendar year is 5,450.  RFP No. 25- 035 was posted on July 3, 2025, and five proposals were received by July 14, 2025 (Exhibit No. 4).

Proposals were evaluated pursuant to CMC 2611(c) and the evaluation criteria set forth in the RFP, which included bid pricing, quality of uniforms, qualifications and experience, and capacity to deliver services (Exhibit Nos. 3, 7-9).

Two submissions were disqualified for not submitting requisite information (GBros & JC Promotional Enterprize, Inc.). All Star Elite Sports was not chosen due to higher pricing and not submitting complete uniform packages for all sports. The two highest ranked proposals were NexGen Sales and ProTime Sports. Both had high quality, acceptable uniforms to offer at a fair and reasonable price. Please note on the bid register (Exhibit No. 4), ProTime Sports was marked invalidated by Planet Bids on a technicality but was later rectified.

After evaluating the proposals, staff concluded that awarding the proposed contracts to NexGen Sales and ProTime Sports will meet the City's needs, and determined that the allowable spending per uniform will be the following:  Flag Football ($55), Soccer ($60), Basketball ($55), Baseball ($70), Softball ($60), and Track ($30). This would total approximately $322,500.00 in spending per year on youth sports uniforms with 5,450 participants. The extra amount requested (up to $350,000, the annual amount for each contract) is in case of increases in registrations, particularly due to the full reopening of Carriage Crest, Foisia, and Mills Parks.

Staff has determined that the total yearly budget for youth sports uniforms will be $350,000.00, which includes the aforementioned buffer to account for an increase in registrations. To mitigate risks such as poor service or potential business disruptions, the request for staff to have contractual authorization to use each vendor for up to the full $350,000.00 annually ensures flexibility and continuity in the event of unforeseen issues with one or more of the on-call vendors. To clarify, the annual budget allocated for uniforms will be capped at a not-to-exceed total of $350,000.00 per year.

Prior to the start of the 2025 T-Ball/Baseball/Softball season, $218,230 of the $300,000 Youth Sports Resident Uniform Subsidy, which began with the Flag Football/Soccer season in 2023, has been spent. This has provided uniforms for 5,507 Carson resident Youth Sports participants. For the most recent three sports seasons, a total of $198,979.93 has been spent on resident participant uniforms. The subsidy has covered $122,515 of that amount.

We are in the process of updating these totals to reflect the refunds from the recent 2025 T-ball/Baseball/Softball season.

Here is a summary of the total spent by sport and vendor for the last three sport seasons; the 2024 expenditures for NexGen and Protime were pursuant to prior contracts:

BUDDY'S ALL
STARS

ALISONWHITNEY/NEXGEN AMERICAN SOCCERCOMPANY PROTIMESPORTS TOTAL T-BALL/BASEBALL/SOFTBALL2025 $68,402.87 $0 $11,811.22 $0 $80,214.09 FOOTBALL/SOCCER 2024 $13,963.50 $30,621.00 $7,863.16 $52,447.66 BASKETBALL 2024/2025 $35,300.25 $17,584.69 $0 $52,884.94 TOTAL: $68,402.87 $49,263.75 $60,016.91 $7,863.16 $185,546.69

V. FISCAL IMPACT
The City serves as a pass-through from which the uniforms can be purchased, as Youth Sports participants pay the total amount to the City for their uniforms before the staff places uniform orders with vendors. There is adequate funding in the Youth Sports Account No. 101-90-950-701-6009 to establish a Blanket Purchase Order from which all expected uniform purchases for FY 2025/26 can be made.

VI. EXHIBITS

1. Contract Services Agreement - NexGen Sales

2. Contract Services Agreement - ProTime Sports

3. RFP No. 25-035 On-Call Youth Sports Programs - Uniforms

4. Bid Register RFP 25-035

5. NexGen Bid/Pricing
. ProTime Sports Bid/Pricing

7. Proposal Evaluation Form - All Star Elite Sports
. Proposal Evaluation Form - NexGen Sales

9. Proposal Evaluation Form - ProTime Sports

Attachments
Contract Services Agreement - NexGen Sales
Contract Services Agreement - ProTime Sports
RFP 25-035 On-Call Youth Sports Program - Uniforms
Bid Register RFP 25-035
NexGen Bid/Pricing.pdf
Protime Sports Bid/Pricing
Proposal Evaluation Form - All Star Elite Sports
Proposal Evaluation Form - NexGen
Proposal Evaluation Form - ProTime Sports

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

ALISON WHITNEY MILLER DBA NEXGEN SALES

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

ALISON WHITNEY MILLER DBA NEXGEN SALES
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025, by and between the CITY OF CARSON, a California municipal corporation (“City”) and ALISON WHITNEY MILLER DBA NEXGEN SALES, a sole proprietorship (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

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

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

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

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1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Seven Hundred Fifty Thousand Dollars and Zero Cents ($1,750,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Alison Miller Owner, Sales Representative
(Name) (Title)

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(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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

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

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whe ther for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the 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 inj uries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability 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 insurance written on a per occurrence for bodily injury and property damage in an amount not less

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than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

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

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

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

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

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

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

5.3 Indemnification.

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

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

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

5.4 Sufficiency of Insurer.

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

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

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

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City 30 days’ written notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consult ant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work p roduct actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

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7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

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8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

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9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

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

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

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

ALISON WHITNEY MILLER DBA NEXGEN
SALES, a sole proprietorship

By:

Name: Alison Whitney Miller
Address: 2840 E. 5th St.

Long Beach, CA 90814
Tel: 714-251-3856

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 Off icer 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.

01007.0009 2023037.2 7/23/2025

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0009 2023037.2 7/23/2025

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0009 2023037.2 7/23/2025 A-1
EXHIBIT “A”

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

Provide the City with sports uniform supply services for baseball, basketball, flag football, soccer, track and field, and softball for use in the City’s Youth Sports programs conducted on a seasonal basis at City Park and recreation facilities, in accordance with Section II below. The quantity will depend on the City’s needs as determined by the Contract Officer in his or her sole discretion. Uniforms will be provided in full sets as detailed in Section V below. Uniform sets for each sport shall be packaged separately by individual teams. Below is an estimated number of participants; however, actual demand will be determined based on the number of participants who register for each sport during the registration period prior to the start of each season.
• Basketball ~1,500 participants (starts mid-December)
• Baseball/Softball ~2,000 combined (starts early April) • Flag Football ~360 (starts mid-September)
• Soccer ~1,500 (starts mid-September)
• Track and Field ~50 (starts early February)
This Agreement retains the Consultant’s on-call availability and commitment to pricing, but does not guarantee that the City will request or approve any Task Proposals or services from Consultant pursuant to this Agreement. This Agreement does not create any entitlement of Consultant to perform any services or receive any compensation except for Consultant’s services rendered pursuant to an approved Task Proposal, if and as may be approved the Contract Officer pursuant to section II below.

II. Consultant must perform all on -call Service s in compliance with the following requirements:

A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion.

All tasks shall be carried out in conformity with all provisions of this Agreement.

B. Consultant must prepare a written description of the requested tasks including all components and subtasks and the specifications of each Uniform Set requested/proposed for sale; the costs to perform the task , including Uniform Set- specific prices (“Task Budget”) complying with Exhibit C (Schedule of Compensation) and Exhibit “C-1”; an explanation of how the cost was determined; and, a schedule for completion of the task with a task completion date (“Task Completion Date”); which shall all collectively b e referred to as the “Task Proposal”.

01007.0009 2023037.2 7/23/2025 A-2
C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and if/when approved, will issue a notice to proceed to Consultant.

1. Notwithstanding any other provision of this Agreement, notices to proceed and other notices pursuant to this Section II may be issued via email by the Contract Officer or his or her designee on behalf of City, or by Consultant’s Principal or his or her des ignee on behalf of Consultant, using designated email addresses which shall be exchanged by the Contract Officer and Consultant’s Principal promptly upon execution of this Agreement and thereafter kept current at all times; if no notice of a change to a designated email address has been provided, the last-designated email address for that purpose shall be deemed current. Email notice provided in accordance with this Section II shall be deemed delivered one business day (M-F, excluding state and federal holidays) after transmission of the email.

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

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

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

1. Anderson Park
19101 S. Wilmington Ave.

Carson, CA 90746

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

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

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

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

9. Foisia Park
23410 Catskill Avenue
Carson, CA 90745

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

10. Mills Park
1340 E. Dimondale Dr.

Carson, CA 90746

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

11. Stevenson Park
17400 Lysander Drive
Carson, CA 90746

6. Dolphin Park 12. Veterans Park / Veterans

01007.0009 2023037.2 7/23/2025 A-3
21205 Water Street
Carson, CA 90745

Sports Complex
22400 Moneta Avenue
Carson, CA 90745

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

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

A. Baseball Uniform Set

1. Uniform Items: (i) jersey; (ii) pants (pull-up and belt-loop styles available, as requested by the Contract Officer); (iii) hat; (iv) belt; and (v) socks.

B. Softball Uniform Set

01007.0009 2023037.2 7/23/2025 A-4

1. Uniform Items: (i) jersey ; (ii) pants or shorts (as requested by the Contract Officer; both shall be available); (iii) visor; and (iv) socks.

C. Flag Football Uniform Set

1. Uniform Items: (i) jersey; and (ii) shorts.

D. Basketball Uniforms Set

1. Uniform Items : (i) jersey (regular or reversible options available, as requested by the Contract Officer ); (ii) shorts; and (iii) hooded sweatshirt (if requested by the Contract Officer).

E. Soccer Uniform Set

1. Uniform Items: (i) jersey; (ii) shorts; (iii) socks; and (iv) shin guards.

F. Track and Field Uniform Set

1. Uniform Items: (i) jersey; (ii) shorts; and (iii) socks.

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

A. As requested by Contract Officer.

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

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

01007.0009 2023037.2 7/23/2025 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough) I. Section 2.1 (Contract Sum) is hereby amended as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Seven Hundred Thousand Dollars and Zero Cents ($1,750,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City exercises its two-year option to extend the term of this Agreement pursuant to Section 3.4, the total compensation for the two-year option period shall not exceed $700,000, unless additional compensation is approved pursuant to Section 1.8.” II. The first paragraph of Section 2.4 (Invoices) is hereby amended as follows:
“Except as otherwise provided in Exhibit “C” (Schedule of Compensation), Eeach month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub - contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.” III. Section 3.4 (Term) is hereby amended as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). City may, in its sole discretion and subject to City Council approval, upon written notice to Consultant, extend the term of the Agreement for a two-year extension period, at the pricing rates specified in Exhibit “C” (Schedule of Compensation) for Year 6 and Year 7 of this Agreement.”
IV. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted.

01007.0009 2023037.2 7/23/2025 C-1
EXHIBIT “C”

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

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

A. Line items for all items describing the applicable pricing rate.

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

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

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

III. The total compensation for the Services shall not exceed $1,750,000.00 as provided in Section 2.1 of this Agreement.

IV. The Consultant’s pricing rates are set forth in Exhibit “C-1.” A. Late add-on orders will be at the same cost as original orders (no additional charge).

B. All numbers and letterings must be screen printed or sublimated for front number, back number, team name and graphic (no additional charge).

C. Samples submitted by Consultant become the property of the City.

01007.0009 2023037.2 7/23/2025 C-2
EXHIBIT C-1
Consultant has already provided sample sizing at the time of proposal. In the event samples need to be replaced, at the request of the Contract Officer, Consultant shall provide additional sample jerseys for each of the twelve parks to accommodate the full range of sizes, including Youth XXS, XS, S, M, L and Adult S, M, L, XL, XXL, XXXL, and 4XL, or sizing as requested by the Contract Officer. The cost of sample jerseys, shorts, or pants - including materials, delivery, handling, and any other related expenses are included in the following table:

Baseball Softball Flag
Football
Basketball Soccer Track &
Field
x12
12 Parks
$450 or
$37.50 per
uniform set
$450 or
$37.50 per
uniform set
$600 or
$50 per
uniform set
$600 or
$50 per
uniform set
$600 or
$50 per
uniform set
$600 or
$50 per
uniform set
Total: $5400 $5400 $7200 $7200 $7200 $7200

*One set of jersey and shorts from any sport can be used to size for every sport (i.e., order a sizing set for flag football and it can work for every other sport). *Will only need to order baseball pants for sizing; so total cost for sizing for a single park would be $1,050 ($600 + $450) – for all 12 sizes at a park; the “per uniform set” price is listed as the cost for one size

Consultant shall provide the Uniform Sets at the following costs:

Sport &
Uniform Set
Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit Cost
Year 3
Adult
Size
Unit Cost
Year 3
Youth
Size
Unit Cost
Year 4
Adult
Size
Unit Cost
Year 4
Youth
Size
Unit Cost
Year 5
Adult
Size
Unit Cost
Year 5
Youth
Size
Baseball*:

Jersey, pants,
hat, belt,
socks
$53.34
-
$67.27
$52.03
-
$65.72
$53.87
-
$67.94
$52.55
-
$66.38
$54.41
-
$68.82
$53.07
-
$67.03
$54.94
-
$69.29
$53.59
-
$67.69
$55.47
-
$69.96
$54.11
-
$68.35
Softball:

Jersey.

Pants, or
$53.34 $52.03 $53.87 $52.55 $54.41 $53.07 $54.94 $53.59 $55.47 $54.11

01007.0009 2023037.2 7/23/2025 C-3

*Baseball: The top price for baseball is a pull up pant, the bottom price is for a belt loop pant *Basketball: Priced for a single layer fully sublimated jersey and short. Hoodies are not offered.

shorts, visor,
socks
Flag
Football:

Jersey,
Shorts
$47.52 $47.52 $48.00 $48.00 $48.47 $48.47 $48.95 $48.95 $49.42 $49.42 Basketball*:

Jersey
(regular or
reversible.),
shorts
$47.52 $47.52 $48.00 $48.00 $48.47 $48.47 $48.95 $48.95 $49.42 $49.42 Soccer:

Jersey,
Shorts,
socks, shin
guards
$58.12 $58.12 $58.70 $58.70 $59.28 $59.28 $59.86 $59.86 $60.44 $60.44 Track &
Field: Jersey,
shorts, socks
$50.77 $50.77 $51.28 $51.28 $51.79 $51.79 $52.29 $52.29 $52.80 $52.80 Sport & Uniform Set (Optional) Unit
Cost Year 6
Adult Size
(Optional) Unit
Cost Year 6
Youth Size
(Optional) Unit
Cost Year 7

Adult Size
(Optional) Unit Cost
Year 7
Youth Size
Baseball*:

Jersey, pants, hat, belt,
socks
$56.01
-
$70.63
$54.63
-
$69.01
$56.54
-
$71.31
$55.15
-
$69.66

01007.0009 2023037.2 7/23/2025 C-4
*Baseball: The top price for baseball is a pull up pant, the bottom price is for a belt loop pant *Basketball: Priced for a single layer fully sublimated jersey and short. Hoodies are not offered.

Softball: Jersey. Pants, or
shorts, visor, socks
$56.01 $54.63 $56.54 $55.15
Flag Football: Jersey,
Shorts
$49.90 $49.90 $50.37 $50.37
Basketball*: Jersey
(regular or reversible.),
shorts
$49.90 $49.90 $50.37 $50.37
Soccer: Jersey, Shorts,
socks, shin guards
$61.03 $61.03 $61.61 $61.61
Track & Field: Jersey,
shorts, socks
$53.31 $53.31 $53.82 $53.82

01007.0009 2023037.2 7/23/2025 D-1
EXHIBIT “D”

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

II. Unless otherwise provided in the applicable approved Task Proposal, Consultant shall complete all Services: (i) for each main season order within 20 business days, inclusive of shipping and delivery, from City’s notice to proceed pursuant to Section II of Exhibit “A”; and (ii) for each late add -on order within 10 business, inclusive of shipping and delivery, following City’s notice to proceed pursuant to Section II of Exhibit “A”. For purposes of this Section, “main season order” means and refers to an order submitted by the City at or near the outset of a given sports season whereby the City orders uniforms for the teams and players participating in the sports season based on the initial registration for the season, and “late add -on order” refers to all other orders. For purposes of this Section, “business days” means Monday through Friday, excluding state and federal holidays.

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

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
PROTIME SPORTS INC.

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
PROTIME SPORTS INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2025, by and between the CITY OF CARSON, a California municipal corporation (“City”) and PROTIME SPORTS INC. , a Washington corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

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

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

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

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1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Seven Hundred Fifty Thousand Dollars and Zero Cents ($1,750,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Andrew Mead Account Manager
(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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

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

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, 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 inj uries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability 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 insurance written on a per occurrence for bodily injury and property damage in an amount not less

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than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

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

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

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

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

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

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

5.3 Indemnification.

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

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

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

5.4 Sufficiency of Insurer.

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

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

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

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City 30 days’ written notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consult ant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work p roduct actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

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7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

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8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

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9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is d irectly 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 conseque nce of obtaining or being awarded any agreement.

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

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

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

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

PROTIME SPORTS INC., a Washington
corporation

By:

Name: John T. Moore
Title: President

By:

Name: Amy Ballinger
Title: Corporate Secretary
Address: 18289 Olympic Ave. South
Seattle, WA 98188
Tel: 800-575-1603

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.

01007.0009 2023071.3 7/23/2025

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0009 2023071.3 7/23/2025

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0009 2023071.3 7/23/2025 A-1
EXHIBIT “A”

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

Provide the City with sports uniform supply services for baseball, basketball, flag football, soccer, track and field, and softball for use in the City’s Youth Sports programs conducted on a seasonal basis at City Park and recreation facilities, in accordance with Section II below. The quantity will depend on the City’s needs as determined by the Contract Officer in his or her sole discretion. Uniforms will be provided in full sets as detailed in Section V below. Uniform sets for each sport shall be packaged separately by individual teams. Below is an estimated number of participants; however, actual demand will be determined based on the number of participants who register for each sport during the registration period prior to the start of each season.
• Basketball ~1,500 participants (starts mid-December)
• Baseball/Softball ~2,000 combined (starts early April) • Flag Football ~360 (starts mid-September)
• Soccer ~1,500 (starts mid-September)
• Track and Field ~50 (starts early February)
This Agreement retains the Consultant’s on -call availability and commitment to pricing, but does not guarantee that the City will request or approve any Task Proposals or services from Consultant pursuant to this Agreement. This Agreement does not create a ny entitlement of Consultant to perform any services or receive any compensation except for Consultant’s services rendered pursuant to an approved Task Proposal, if and as may be approved the Contract Officer pursuant to section II below.

II. Consultant must perform all on -call Service s in compliance with the following requirements:

A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion.

All tasks shall be carried out in conformity with all provisions of this Agreement.

B. Consultant must prepare a written description of the requested tasks including all components and subtasks and the specifications of each Uniform Set requested/proposed for sale; the costs to perform the task , including Uniform Set- specific prices (“Task Budget”) complying with Exhibit “C” (Schedule of Compensation) and Exhibit “C-1”; an explanation of how the cost was determined; and, a schedule for completion of the task with a task completion date (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal”.

01007.0009 2023071.3 7/23/2025 A-2
C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and if/when approved, will issue a notice to proceed to Consultant.

1. Notwithstanding any other provision of this Agreement, notices to proceed and other notices pursuant to this Section II may be issued via email by the Contract Officer or his or her designee on behalf of City, or by Consultant’s Principal or his or her des ignee on behalf of Consultant, using designated email addresses which shall be exchanged by the Contract Officer and Consultant’s Principal promptly upon execution of this Agreement and thereafter kept current at all times; if no notice of a change to a de signated email address has been provided, the last-designated email address for that purpose shall be deemed current. Email notice provided in accordance with this Section II shall be deemed delivered one business day (M-F, excluding state and federal holidays) after transmission of the email.

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

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

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

1. Anderson Park
19101 S. Wilmington Ave.

Carson, CA 90746

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

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

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

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

9. Foisia Park
23410 Catskill Avenue
Carson, CA 90745

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

10. Mills Park
1340 E. Dimondale Dr.

Carson, CA 90746

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

11. Stevenson Park
17400 Lysander Drive
Carson, CA 90746

6. Dolphin Park 12. Veterans Park / Veterans

01007.0009 2023071.3 7/23/2025 A-3
21205 Water Street
Carson, CA 90745

Sports Complex
22400 Moneta Avenue
Carson, CA 90745

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

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

A. Baseball Uniform Set

1. Uniform Items: (i) jersey; (ii) pants (pull-up and belt-loop styles available, as requested by the Contract Officer); (iii) hat; (iv) belt; and (v) socks.

B. Softball Uniform Set

01007.0009 2023071.3 7/23/2025 A-4

1. Uniform Items: (i) jersey ; (ii) pants or shorts (as requested by the Contract Officer; both shall be available); (iii) visor; and (iv) socks.

C. Flag Football Uniform Set

1. Uniform Items: (i) jersey; and (ii) shorts.

D. Basketball Uniform Set

1. Uniform Items : (i) jersey (regular or reversible options available, as requested by the Contract Officer ); (ii) shorts; and (iii) hooded sweatshirt (if requested by the Contract Officer).

E. Soccer Uniform Set

1. Uniform Items: (i) jersey; (ii) shorts; (iii) socks; and (iv) shin guards.

F. Track and Field Uniform Set

1. Uniform Items: (i) jersey; (ii) shorts; and (iii) socks.

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

A. As requested by Contract Officer.

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

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

01007.0009 2023071.3 7/23/2025 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough) I. Section 2.1 (Contract Sum) is hereby amended as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Seven Hundred Thousand Dollars and Zero Cents ($1,750,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City exercises its two-year option to extend the term of this Agreement pursuant to Section 3.4, the total compensation for the two-year option period shall not exceed $700,000, unless additional compensation is approved pursuant to Section 1.8.” II. The first paragraph of Section 2.4 (Invoices) is hereby amended as follows:
“Except as otherwise provided in Exhibit “C” (Schedule of Compensation), Eeach month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub - contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.” III. Section 3.4 (Term) is hereby amended as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). City may, in its sole discretion and subject to City Council approval, upon written notice to Consultant, extend the term of the Agreement for a two-year extension period, at the pricing rates specified in Exhibit “C” (Schedule of Compensation) for Year 6 and Year 7 of this Agreement.”
IV. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted.

01007.0009 2023071.3 7/23/2025 C-1
EXHIBIT “C”

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

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

A. Line items for all items describing the applicable pricing rate.

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

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

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

III. The total compensation for the Services shall not exceed $1,750,000.00 as provided in Section 2.1 of this Agreement.

IV. The Consultant’s pricing rates are set forth in Exhibit “C-1.” A. Late add-on orders will be at the same cost as original orders (no additional charge).

B. All numbers and letterings must be screen printed or sublimated for front number, back number, team name and graphic (no additional charge).

01007.0009 2023071.3 7/23/2025 C-2
EXHIBIT C-1
Consultant has already provided sample sizing at the time of proposal. In the event samples need to be replaced, at the request of the Contract Officer, Consultant shall provide additional sample jerseys for each of the twelve parks to accommodate the full range of sizes, including Youth XXS, XS, S, M, L and Adult S, M, L, XL, XXL, XXXL, and 4XL, or sizing as requested by the Contract Officer. The cost of sample jerseys, shorts, or pants - including materials, delivery, handling, and any other related expenses are included in the following table:

Baseball Softball Flag Football Basketball Soccer Track & Field x12
12 Parks
$5.50 each $4.50 each $5.00 each $5.00 each $5.50 each $3.50 each

*One set of jersey and shorts from any sport can be used to size for every sport (i.e., order a sizing set for flag football and it can work for every other sport).

Consultant shall provide the Uniform Sets at the following costs:

Sport &
Uniform Set
Unit
Cost
Year 1
Adult
Size
Unit
Cost
Year 1
Youth
Size
Unit
Cost
Year 2

Adult
Size
Unit
Cost
Year 2
Youth
Size
Unit Cost
Year 3
Adult
Size
Unit Cost
Year 3
Youth
Size
Unit Cost
Year 4
Adult
Size
Unit Cost
Year 4
Youth
Size
Unit Cost
Year 5
Adult
Size
Unit Cost
Year 5
Youth
Size
Baseball:

Jersey, pants,
hat, belt,
socks
$37.70 $35.70 $39.20 $37.20 $40.30 $38.30 $41.10 $39.10 $42.35 $40.35 Softball:

Jersey, Pants
or shorts,
visor, socks
$35.25 $33.25 $36.65 $34.65 $37.75 $35.75 $38.50 $36.50 $39.65 $37.65 Flag
Football:

Jersey,
Shorts
$16.70 $15.70 $17.35 $16.35 $17.80 $16.80 $18.10 $17.10 $18.65 $17.65

01007.0009 2023071.3 7/23/2025 C-3
*Basketball: Price includes jersey and shorts; hoodie at separate price

Basketball*:

Jersey
(regular or
reversible),
shorts,
hooded
sweatshirt
(optional)
Reg:
$17.35

Rev:
$29.00

Only
Hoodie:
$22.00
Reg:
$16.35

Rev:
$27.00

Only
Hoodie:
$21.00
Reg:
$18.00

Rev:
$30.10

Only
Hoodie:
$22.85
Reg:
$17.00

Rev:
$28.10

Only
Hoodie:
$21.85
Reg:
$18.55

Rev:
$31.00

Only
Hoodie:
$23.55
Reg:
$17.55

Rev:
$29.00

Only
Hoodie:
$22.55
Reg:
$18.95

Rev:
$31.50

Only
Hoodie:
$23.95
Reg:
$17.95

Rev:
$29.50

Only
Hoodie:
$22.95
Reg:
$19.50

Rev:
$32.45

Only
Hoodie:
$24.60
Reg:
$18.50

Rev:
$30.45

Only
Hoodie:
$23.60
Soccer:

Jersey,
Shorts,
socks, shin
guards
$22.45 $21.45 $23.35 $22.35 $24.00 $23.00 $24.50 $23.50 $25.25 $24.25 Track &
Field: Jersey,
shorts, socks
$16.70 $15.70 $17.40 $16.40 $17.95 $16.95 $18.35 $17.35 $18.90 $17.90 Sport & Uniform Set (Optional) Unit
Cost Year 6
Adult Size
(Optional) Unit
Cost Year 6
Youth Size
(Optional) Unit
Cost Year 7

Adult Size
(Optional) Unit Cost
Year 7
Youth Size
Baseball:

Jersey, pants, hat, belt,
socks
$44.05 $42.05 $45.85 $43.85
Softball: Jersey, Pants, or
shorts, visor, socks
$41.25 $39.25 $42.90 $40.90
Flag Football: Jersey,
Shorts
$19.40 $18.40 $20.25 $19.25

01007.0009 2023071.3 7/23/2025 C-4
*Basketball: Price includes jersey and shorts; hoodie at separate price

Basketball*: Jersey
(regular or reversible),
shorts, hooded sweatshirt
(optional)
Reg:
$20.30

Rev:
$33.75

Only
Hoodie:
$25.60
Reg:
$19.30

Rev:
$31.75

Only
Hoodie:
$24.60
Reg:
$21.25

Rev:
$35.10

Only
Hoodie:
$26.75
Reg:
$20.25

Rev:
$33.10

Only
Hoodie:
$25.75
Soccer: Jersey, Shorts,
socks, shin guards
$26.25 $25.25 $27.35 $26.35
Track & Field: Jersey,
shorts, socks
$19.75 $18.75 $20.50 $19.50

01007.0009 2023071.3 7/23/2025 D-1
EXHIBIT “D”

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

II. Unless otherwise provided in the applicable approved Task Proposal, Consultant shall complete all Services: (i) for each main season order within 10 business days for baseball, softball, and soccer, and within 7 business days for flag football, basketball, and track & field, inclusive of shipping and delivery, from City’s notice to proceed pursuant to Section II of Exhibit “A”; and (ii) for each late add -on order within 4 business days for baseball, softball, and soccer, and within 3 business days for flag football, basketball, and track & field, inclusive of shipping and delivery, following City’s notice to proceed pursuant to Section II of Exhibit “A”. For purposes of this Section, “main season order” means and refers to an order submitted by the City at or near the outset of a given sports seas on whereby the City orders uniforms for the teams and players participating in the sports season based on the initial registration for the season, and “late add-on order” refers to all other orders. For purposes of this Section, “business days” means Monday through Friday, excluding state and federal holidays.

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

REQUEST FOR PROPOSALS (RFP): # 25-035

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

YOUTH SPORTS PROGRAM

ON-CALL SUPPLY AND DELIVERY SERVICES

ISSUE DATE: 07/03/2025
Q&A DEADLINE: 07/08/2025 by 10:00 AM
RFP DEADLINE: 07/14/2025 by 10:00 AM

PROPOSALS MUST BE SUBMITTED ELECTRONICALLY

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

No late proposals will be accepted. Proposals received after the deadline established will not be considered for this contract.

Proposers are strongly encouraged to carefully read the entire RFP and are solely responsible for the timely submittal of complete proposals. The City reserves the sole right to evaluate the proposals submitted, waive any irregularity therein, approve sub-consultants (if applicable), and s elect or reject proposals, should such action be deemed in the best interests of the City.

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

Please note, in the event of a conflict between any details included in this RFP 25-035 and any details in PlanetBids, this RFP 25- 035 shall control and govern.

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

Purchasing Division
701 E. Carson Street
Carson, CA 90745

2 RFP No. 25-035

YOUTH SPORTS PROGRAM

ON-CALL SUPPLY AND DELIVERY SERVICES

Table of Contents

A. Summary 3

B. General RFP Policies 4

C. Proposal Submission 4

D. Questions and Addenda 5

E. Proposer Qualifications 5

F. Insurance Requirements 6

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

Scope of Work and Cost Tables A, B, C 9

Additional Documents Available as Downloads from PlanetBids

1. Affidavit of Non-Federal Lobbyist Requirements

2. Affidavit of Non-Collusion and Non-Discrimination

3. Client Reference List

4. Debarment and Suspension Certification

5. Certification of Compliance with Labor Code 3700

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

7. Acknowledgement of Insurance Endorsements

8. Instructions for Entering Electronic Bids

9. Contract Insurance Checklist – Non-Construction

10. Contract for Services Template Long Form

3 A. SUMMARY
The City of Carson; hereinafter referred to as “City” is soliciting proposals form qualified and responsive contractors to provide youth sports uniforms on an on -call, as-needed basis. Uniforms are required for a variety of seasonal sports including, but not limited to, baseball, basketball, flag football, soccer, softball, and track and field. These uniforms will support the City’s Youth Sports Program, which operates at 12 park locations throughout Carson.

The selected contractor(s) must demonstrate the ability to fulfill uniform orders accurately and on time, in accordance with program schedules and specifications.

Consistent and reliable performance – including timely delivery and correct order fulfillment – is essential to ensure uniforms are received prior to the start of each sports season.

The initial contract term will be for an initial term of five (5) years, with the option to extend for up to one (1) additional two-year term, at the sole discretion of the City. Extensions will be contingent upon the contractor’s satisfactory performance, including timely delivery, order accuracy, responsiveness, and overall reliability, as determined by the City.

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

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

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

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

This RFP does not commit the City of Carson to award a contract or to pay any cost incurred in the preparation of any response to the RFP. All responses to this RFP become

4 the property of the City. At such a time, a selection is made, all responses submitted become a matter of public record and shall be regarded as such, with the exception of those elements in responses which are trade secrets or proprietary, marked as such, and otherwise exempt from disclosure under the Public Records Act. Any changes to the RFP requirements will be made by written addenda via PlanetBids.

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

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

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

Vendors must also submit a sample of each uniform item included in their proposal.

Arrangements to deliver these uniform samples to the City’s Purchasing Division must be completed by the proposal due date and time: July 14, 2025 by 10:00 AM. Uniform samples submitted by successful bidders will become t he property of the City as part of the contract agreement. Bidders not awarded a contract may request the return of their samples, which will be made available for pickup from the City.

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

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

I. Required Proposal Sections – Not to exceed thirty (30) pages:

5  Cover Letter – Signed by an officer of the firm authorized to execute a contract with the City. The primary contact name, phone number, email, and mailing address shall also be included.
 Proposer Qualifications – Summarize the qualifications of the Proposer. Include general information such as, but not limited to, the number of years in business, areas of expertise, etc.
 Key Staff and Team – Identify Key Staff that will be assigned to the project and include a description of their skills, qualifications, and experience. Include a proposed project structure and organization chart.
 Project Understanding – Demonstrate an understanding of the Scope, key goals, and objectives.
 Project Approach and Work Plan – Include a detailed work approach and methodology, incorporating project stages, deliverables, project milestones, project timeline, and any other necessary information required to complete the Scope of Work.
 Subcontractor List (if applicable) – Include a list of subcontractors, if applicable, that will be utilized to complete the Scope of Work. Identify the subcontractor’s qualifications and extent of work to be performed by each subcontractor. Include a summary of the subcontractor’s qualifications, key personnel, primary contact name, phone number, and email.
• The majority of the work required herein must be performed by the awarded contractor. The work may not be subcontracted to another contractor unless the subcontractor has been included in the Proposal, or a substitution has been approved in writing by the City’s Contracting Officer in advance of work performed.

D. QUESTIONS AND ADDENDA

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

Requests submitted for the City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or standard form Contract Services Agreement, must be included at the time of proposal submission. Such requests should include an attachment in PDF format on company letterhead that shows the requested modifications. The City will provide formal answers to all questions. Changes to the RFP itself shall only be made by the City via formal written addenda. Addenda will be published and distributed through the Vendor Portal. All addenda shall become a part of the RFP document requiring both signature and acknowledgement by the proposer.

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

Type of Question Contact Contact Info
Those related to the Contract PlanetBids Post directly to PlanetBids under the “Q&A” tab
Use of PlanetBids PlanetBids (818) 992-1771

6 E. PROPOSER QUALIFICATIONS
Proposers who do not meet the minimum qualifications will be disqualified. Proposers shall clearly demonstrate qualifications to complete the scope of work. All proposers must meet the following, at minimum:
• Qualifications to conduct business in the City including, not limited to maintaining a City business license, maintaining the required Insurance as outlined above, etc. • Not having been debarred by Federal, State or local government • Demonstrated capability, skills, financial responsibility, experience, and resources to complete the Scope of Work.

F. INSURANCE REQUIREMENTS
The selected contractor must comply with the insurance requirements detailed in the Contract for Services Agreement below. The Acknowledgement of Insurance Endorsements must also be signed and submitted as part of the proposal. Failure to submit may result in City rejecting the proposal as being materially non-responsive to this RFP.

If a Proposer believes any of City’s proposed insurance is not appropriate for any reason and/or the requirements warrant an adjustment, City invites submission of a written request with explanation of the same to be submitted prior to 10 days before the bid deadline. The City will review the request and if appropriate, will issue an amendment to the insurance requirements as a written addendum.

Certificate of Insurance:

Shows GL, Auto, Work Comp and Professional Liability coverages with valid effective dates General Liability: Add’l Insured and Waiver of Subrogation must be checked.

Auto Liability: Add’l Insured and Waiver of Subrogation must be checked.

Workers Compensation: Waiver of Subrogation must be checked. * - if applicable

Description of Operations:

1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insured on GL and Auto policies.

2. GL is Primary and Non-Contributory.

3. Waiver of Subrogation endorsement in favor of City of Carson OR in favor of additional insured.

Certificate Holder: City of Carson, 701 E Carson Street, Carson, CA 90745 Insurance Carriers: AM Best rating A- VII or Better

General Liability Provisions:

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

GL Endorsements:

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

2. Primary and Non-contributory endorsement.

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

Automobile Liability Provisions:

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

City’s Purchasing Process Josilla Togiola
Purchasing Manager
[email protected]
(310) 830-7600 ext. 1237

7 Auto Insurance Endorsements:

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

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

Worker’s Compensation Provisions:

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

WC Endorsements:

Waiver of Subrogation endorsement in favor of City of Carson

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

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

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

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

The City will use the following criteria to evaluate proposals:

Evaluation Criteria and Contractor Accountability

Criteria Description Max
Points
Compliance with RFP
Requirements
Completeness and clarity of proposal; all required
documents, samples, certifications, and item details are submitted as instructed.
15 Quality of Uniforms Fabric durability, fit, color accuracy, print quality (screen- printed or sublimated), and adherence to industry standards.

Evaluation may include review of submitted samples.
25 Experience and Past
Performance
Demonstrated experience with similar contracts; references from public agencies or recreation programs. History of timely and accurate order fulfillment.
20 Cost Proposal Competitiveness and fairness of pricing; clarity and completeness of cost breakdown, including delivery fees and optional services.
20 Delivery Timelines and
Fulfillment Plan
Ability to meet deadlines, provide tracking/updates, and handle late/add-on orders. Clear plan for turnaround times. 15 Customer Service and
Responsiveness
Availability, communication, and support for order
coordination, problem resolution, and responsiveness to City needs.
5 TOTAL 100

8 Contractor Performance and Accountability

The following performance standards and remedies shall apply to all awarded contractors:

1. Timeliness
Orders must be delivered by the dates specified in each task order. Failure to meet delivery deadlines without prior written approval may result in written warnings, withholding of payment, or termination for cause.

2. Accuracy
All orders must be fulfilled as submitted—correct sizing, color, sport, and customization. Incorrect orders must be corrected at the contractor’s sole expense within five (5) business days.

3. Repeat Deficiencies
The City reserves the right to remove a contractor from the on-call panel or terminate the contract if the contractor demonstrates a pattern of:
- Late deliveries (two or more documented occurrences per season) - Incorrect or incomplete orders
- Unresponsiveness to corrective actions

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

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

Awarded proposer, or proposers if multiple contracts are awarded, will be notified by issuance of a Notice of Intent to Award via PlanetBids Vendor Portal to all bidders. Any award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing bidders except to the extent memorialized in a contract that is approved by the City or presented for approval by the City Council. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with other proposer(s) or withdraw the RFP in its entirety and re-bid.

9 SCOPE OF WORK (RFP 25-035)

The selected contractor(s) shall provide on-call, as needed uniform supply services to support the City of Carson’s Youth Sports Program, which operates across 12 City park locations. Uniforms are required for seasonal sports programs including baseball, softball, basketball, flag football, soccer, and track and field.

A. Uniform Requirements

Upon contract award, the contractor shall provide full uniform sets as specified for each sport, including accurate sizing (Youth XXS – XL through Adult S – 4XL), correct colors, and required screen printing for team names, numbers, and graphics or as requested by the City’s Contract Officer . Each uniform type must comply with industry standards for durability and comfort.

All numbers and letterings must be screen printed or sublimated for front number, back number, and team name and graphics.

Uniform sets must include the following components per sport (as applicable):
• Basketball: Jerseys (regular and/or reversible options), shorts, hooded sweatshirts (optional) • Baseball & Softball: Jerseys, pants (pull-up and belt-loop), hats or visors, socks, belts • Flag Football: Jerseys, shorts or pants
• Soccer: Jerseys, shorts, socks, shin guards
• Track & Field: Jerseys, shorts, socks
All uniforms must be bagged and labeled by team, as ordered.

B. Proposal Submittal Requirements
All proposals must include:
• Detailed product brochures / specification sheets for each uniform item • Copies of guarantees and / or warranties
• Uniform samples for each item proposed, delivered to the Purchasing Division by the proposal deadline
*Note: Samples submitted by successful contractor s become the property of the City. Unsuccessful contractors may retrieve their samples by request. *
C. Turnaround and Delivery Expectations
Contractors must clearly state their turnaround times for:
• Main season orders
• Late / add-on orders

10 The City prioritizes contractors who demonstrate the ability to consistently meet delivery deadlines and fulfill orders accurately. Failure to meet delivery or quantity expectations may result in contract termination or disqualification from future solicitations.

All proposals must include marketing or sales brochures that provide detailed information and specifications for
D. On-Call Task Order Process
Uniform orders will be issued via individual task orders. The process is as follows:

1. City issues written task orders with required quantities and deadlines.

2. Contractor submits pricing and delivery timeline (proposal).

3. City reviews, modifies, approves or rejects the Task Order.

4. City issues formal Notice-to-Proceed.

5. Contractor completes delivery by the specified due date and provides tracking updates upon request.

6. All uniforms shall be subject to review and acceptance by the City. Any item deemed unsatisfactory shall be corrected or replaced by the contractor at no additional cost to the City.

E. Estimated Participation
Participant figures are estimates only and do not represent guaranteed quantities. Actual demand will be determined based on the number of participants who register for each sport during the registration period prior to the start of each season.
• Basketball: ~1,500 participants (starts mid-December) • Baseball/Softball: ~ 2,000 combined (starts early April) • Flag Football: ~ 360 (starts mid-September)
• Soccer: ~ 1,500 (starts mid-September)
• Track and Field: ~ 50 (starts early February)
F. Delivery Locations
Uniforms must be delivered to: City of Carson – Building B, 18620 S. Broadway, Receiving Warehouse, Carson, CA 90248
G. Primary Contacts
Uniform orders will be coordinated through the Recreation Center Supervisors at each park location.

Invoice submissions shall be directed to the City’s Youth Sports Coordinator. The Contract Officer for this agreement is the Recreation Superintendent. Names and titles of assigned City staff will be provided upon contract award.

11 H. Turnaround Time for All Youth Sports Uniforms
Please indicate the approximate turnaround time in business days for each sport, both for main season orders and late add-on orders.

Sport Main Season Order (Business Days) Late Add-On Order (Business Days) Baseball ___________ ___________
Softball ___________ ___________
Flag Football ___________ ___________
Basketball ___________ ___________
Soccer ___________ ___________
Track ___________ ___________

12 Table A. Sample Sizing Jerseys – Cost Proposal Table

Upon contract award, v endors must also provide sample jerseys for each park location to accommodate the full range of sizes, including Youth XXS, XS, X, M, L and Adult S, M, L, XL, XXL, XXXL, and 4XL , or sizing as requested by the City . Vendors shall include all costs associated with providing these sample jerseys in this Table A.

Upon contract award, all costs associated with providing these sample jerseys – including materials, delivery, handling, and any other related expenses – shall be included in the Sample Sizing Jerseys Cost Proposal.

Designated Park Location

Baseball Softball Flag Football Basketball Soccer Track

1. Anderson Park

$ $ $ $ $ $

2. Calas Park

$ $ $ $ $ $

3. Carraige Crest Park

$ $ $ $ $ $

4. Carson Park

$ $ $ $ $ $

5. Del Amo Park

$ $ $ $ $ $

6. Dolphin Park

$ $ $ $ $ $

7. Dominguez Park

$ $ $ $ $ $

8. Hemingway Park

$ $ $ $ $ $

9. Foisia Park

$ $ $ $ $ $

10. Mills Park

$ $ $ $ $ $

11. Stevenson Park

$ $ $ $ $ $

12. Veterans Park

$ $ $ $ $ $
Sample Sizing Jerseys
Total Cost

13 Table B: Costs: Initial Term of Contract Years One (1) through Five (5)

Instructions to Proposers: Each row in the table below represent distinct uniform items. Please complete all applicable rows and columns for each item on which you are submitting a bid.

Cost proposals must be all-inclusive and reflect all services necessary to furnish the uniform items to the city. This includes, but is not limited to: All applicable taxes, Delivery / shipping fees, Any other associated costs, Additional fees, if applicable, should be itemized in the section titled “Additional Fees (if applicable).”

Sport Uniform Set
Description
Year 1
Adult
Year 1
Youth
Year 2
Adult
Year 2
Youth
Year 3
Adult
Year 3
Youth
Year 4
Adult
Year 4
Youth
Year 5
Adult
Year 5
Youth
Baseball Jersey, pants, hat,
belt, socks
$ $ $ $ $ $ $ $ $ $
Softball Jersey, pants or
shorts, visor, socks
$ $ $ $ $ $ $ $ $ $
Flag
Football
Jersey, shorts $ $ $ $ $ $ $ $ $ $
Basketball Jerseys (regular
and/or reversible
options), shorts,
hooded sweatshirt
(optional)
$ $ $ $ $ $ $ $ $ $
Soccer Jersey, shorts,
socks, shin guards
$ $ $ $ $ $ $ $ $ $
Track &
Field
Jersey, shorts,
socks
$ $ $ $ $ $ $ $ $ $
Additional Fees (if applicable):

14 Table C: Costs: Optional Years – Six (6) and Seven (7)

Contractors are also asked to submit proposed pricing for optional Years 6 and 7. These years are not guaranteed and are included solely for evaluation and planning purposes. The City may exercise these options at its discretion.

Please complete the corresponding fields in the pricing table to reflect proposed rates for these optional years.

Cost proposals must be all-inclusive and reflect all services necessary to furnish the uniform items to the City. This includes, but is not limited to: All applicable taxes, Delivery / shipping fees, Any other associated costs, Additional fees, if applicable, should be itemized in the section titled “Additional Fees (if applicable).”

Sport Uniform Set Description Optional Year 6
Adult
Optional Year 6
Youth
Optional Year 7
Adult
Optional Year 7
Youth
Baseball Jersey, pants, hat, belt,
socks
$ $ $ $
Softball Jersey, pants or shorts,
visor, socks
$ $ $ $
Flag Football Jersey, shorts $ $ $ $
Basketball Jerseys (regular and/or
reversible options), shorts,
hooded sweatshirt
(optional)
$ $ $ $
Soccer Jersey, shorts, socks, shin
guards
$ $ $ $
Track & Field Jersey, shorts, socks $ $ $ $
Additional Fees (if applicable):

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CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, August 5, 2025, 5:00 PM
CONSENT 20. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT WITHCHOURA VENUE SERVICES, TO INCREASE THE CONTRACT SUM AND EXERCISE A ONE-YEAREXTENSION TO THE TERM OF THE AGREEMENT I. SUMMARY
On December 6, 2022, the City Council approved Contract No. 23-022 with Choura Venue Services, a California corporation (Choura), to provide on-call catering services at the Carson Event Center (Center) for an initial three- year term (Exhibit No. 1; “Contract No. 23-022”). On May 2, 2023, the City Council approved Amendment No. 1 to Contract No. 23-022, which updated the payment method for City-sponsored and City co-sponsored events, requiring that all catering costs for these programs be billed by Choura and paid separately by the City, rather than taken out of the monthly “rent” payable by Choura to City.  This "rent" was/is based on a percentage of Choura’s proceeds from patrons for catering services performed at the Center. These costs are and will be included in each adopted annual budget with a not-to-exceed amount of $172,000.00, or prorated portion thereof, for each fiscal year for a total not-to-exceed amount of $473,000 over the initial contract term through December 31, 2025 (Exhibit No. 2; “Amendment No. 1).

The proposed Amendment No. 2 (Exhibit No. 3) will accomplish two things: First, it will increase the not-to-exceed Contract Sum by $110,000 to authorize additional funding for services for City-sponsored and co-sponsored events and programs for the remainder of this calendar year, as the Contract Sum has been exhausted faster than anticipated due to increased demand for such services; Secondly, it will exercise the first of two (2) optional one- year extensions, thereby extending the term of Contract No. 23-022 (which is currently scheduled to expire at the end of 2025) through December 31, 2026, with a corresponding Contract Sum increase of $220,000.00 to authorize services for the one-year extension period. The two proposed changes collectively would increase the Contract Sum by $330,000.00. The current Contract Sum is $473,000.00, so approval of Amendment No. 2 would increase the total not-to-exceed Contract Sum to $803,000.00 over the extended 4-year term of the contract.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 2 to Contract No. 23-022 between the City of Carson and Choura Venue Services (Exhibit No. 3; “Amendment No. 2"); and

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

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

IV. BACKGROUND
On December 6, 2022, City Council approved Contract No. 23-022 with Choura to provide on-call catering services at the Carson Event Center for an initial term of three (3) years.  On May 2, 2023, City Council approved Amendment No. 1, which updated the payment method for City sponsored and City co-sponsored events to require that all catering costs for City sponsored or co-sponsored events be billed by Choura and paid separately by the City, rather than taken out of the monthly “rent” payable from Choura to City.

The proposed Amendment No. 2 will increase the Contract Sum for the remainder of the calendar year by $110,000.00 due to increased demand for catering services for City sponsored or co-sponsored events or activities.  This circumstance expended the Contract Sum faster than anticipated, well before the scheduled expiration of the initial three-year term on December 31, 2025.  Additionally, staff is requesting that the City Council consider exercising the first of two (2) one-year extensions, for the period January 1, 2026, through December 31, 2026, at a cost of $220,000.00.  Staff believes that this amount will sufficiently cover the anticipated demand for catering services over the course of the one-year extension.

Therefore, staff recommends that the City Council approve Amendment No. 2 for an increase of $330,000.00 to the not-to-exceed Contract Sum in order to authorize funding for services through December 31, 2026. The current Contract Sum is $473,000.00, so approval of this Amendment will revise the total not-to-exceed Contract Sum to $803,000.00 over the 4-year term (including the proposed one-year extension period) of the contract.

V. FISCAL IMPACT
Funds for this service were included in the adopted FY 2025/26 budget, and will be incorporated in future budgetsin Account No. 101-90-930-101-6004.

VI. EXHIBITS

1. Contract No. 23-022

2. Amendment No. 1 to Contract No. 23-022

3. Proposed Amendment No. 2 to Contract No. 23-022
Prepared by: Michael Whittiker, Director of Community Services/Recreation/Park Maintenance and Toni Costanzo, Senior Administrative Specialist

Attachments
Contract No. 23-022.pdf
Amendment No. 1 to Contract No. 23-022.pdf
(Proposed) Amendment No. 2 to Contract No. 23-022.pdf

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 CHOURA VENUE SERVICES, a California corporation (“Caterer”) is effective as of the 1st day of April, 2023.

RECITALS
A. City and Caterer entered into that certain Agreement for Contract Services effective January 1, 2023 (“Agreement”), whereby Caterer agreed to provide on-call catering services for functions held at the City’s Juanita Millender-McDonald Community Center, and for Caterer to receive compensation through the sales generated from patrons from such functions net of a user fee payable monthly to the City for non-City functions. The Agreement also authorized City to procure Caterer’s services for City sponsored or co-sponsored events or activities at a 20% discount rate, with the costs incurred by City for such services to be deducted from the monthly user fees due to City as detailed in Section III of Exhibit “C” (Schedule of Compensation).

B. Subsequent to effectiveness of the Agreement, City staff determined that this method of compensation for City sponsored or co-sponsored events or activities creates accounting, purchasing and personnel-related complications for the City and does not conform to best practices from a City financial tracking, accounting or recordkeeping perspective.

Accordingly, City staff determined that Caterer’s service charges for City sponsored or co- sponsored events or activities should be billed directly to the City by Caterer, separate and independent from the monthly user fee payments due from Caterer to City, rather than being included as deductions or offsets from or against the monthly user fee payments. Caterer is agreeable to this modification. Therefore, City and Consultant now desire to amend the Agreement to effectuate the same, including amending the Contract Sum to reflect the independent nature of the payments to be made by City for City sponsored or co-sponsored events or activities (which are anticipated not to exceed $172,000 annually).

C. The parties, by entering into this Amendment, do not intend to change the rates of compensation or the anticipated total/final compensation that will be received by Caterer or City under the Agreement, as the changes effectuated by this Amendment are intended to relate only to separating the process of invoicing and payment of the monthly user fees due to the City from the process of invoicing and payment of the costs incurred by the City for City sponsored or co- sponsored events or activities under the Agreement.

TERMS

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

A. Section 2.1 is hereby amended to read in its entirety as follows:
01007.0001/863482.3
“2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but net-exeeedine the maximum eentract-amount payable by City to Consultant for City sponsored or co-sponsored events or activities (which shall be independent of and shall not reflect deduction or setoff for monthly user fees payable by Consultant to City under this Agreement, as detailed in Section III of Exhibit “C”) shall not exceed Four Hundred Seventy Three Thousand Dollars ($473,000) Zero-Dellars-and NoCents $0.00) (“Contract Sum’).” B. Section III of Exhibit “C” (Schedule of Compensation) is hereby amended to read in its entirety as follows:
“II. Any costs for catering services incurred by City for City sponsored or co- sponsored events or activities shall be billed and paid separately deducted from the monthly user fee due to City under this Agreement. The costs incurred by City for services provided at City sponsored or co-sponsored events or activities will be stated on separate invoices, and will not be included in the monthly user fee reports prepared by Consultant pursuant to Section 2.2 nor deducted from the calculation or payment of monthly user fees due to City in connection with such reports pursuant to Section 2.2, but such costs are nonetheless within the scope of and subject to the provisions of this Agreement. 1n+the-eventsuch-cests-exceed MO CI 5 held Cl a oS

C. Section VI of Exhibit “C” (Schedule of Compensation) is hereby amended to read in its entirety as follows:
“VI. The total compensation from City for the Services shall not exceed $473,000 $9.00, 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 this Amendment to the Agreement.

Be Affirmation of Agreement; Warranty Re Absence of Defaults. City and Caterer each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. 01007.0001/863482.3
Caterer represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

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

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

5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 01007.0001/863482.3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date(s) and year(s) set forth below, with express intent that this Amendment shall be effective as of the date first-above written.

ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[BRJ]
CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
Date: , 2023

CATERER:

CHOURA VENUE SERVICES, a California
corporation
mx Larers Liem —
@: pcs” Choura
Mpc
fe Tete 7: sa
Title: President
Address: 4101 E. Willow St.

Long Beach, CA 90815

Date: heer is , 2023
Two corporate officer signatures required for Caterer, with one signature required from each of the following groups: 1) Chairman of the Board, CEO, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CATERER’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 CATERER’S BUSINESS ENTITY.
01007.0001/863482.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
3 Mi folk Choura On 6, 2023 before me, Den Of ey appeared J Qmcs ohn , proved to me on the basis offsatisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
j LISA DENVER i
Cot SM Notary Public- California 3

WITNESS my hand fficial seal. Los Angeles County z
Commission # 2438723
My Comm. Expires Mar 18, 2027

Signature: a

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TITLE(S) TITLE OR TYPE OF DOCUMENT
PARTNER(S) [] LIMITED
C] GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S) NUMBER OF PAGES

GUARDIAN/CONSERVATOR
OTHER

OOOH
sO

SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0001/863482.3

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01007.0001 2013811.2
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 CHOURA VENUE SERVICES , a California corporation (“Caterer”) is effective as of the __ day of July, 2025.

RECITALS
A. City and Caterer entered into that certain Agreement for Contract Services effective January 1, 2023 (“Agreement”), whereby Caterer agreed to provide on-call catering services for functions held at the City’s Juanita Millender-McDonald Community Center, and for Caterer to receive compensation through the sales generated from patrons from such functions net of a user fee payable monthly to the City for non -City functions. The Agreement also authorized City to procure Caterer’s services for City sponsored or co -sponsored events or activities at a 20% discount rate, with the costs incurred by City for such services to be d educted from the monthly user fees due to City as detailed in Section III of Exhibit “C” (Schedule of Compensation).

B. On April 1, 2023, the City and Caterer entered into Amendment No. 1 to the Agreement to amend the method of compensation so Caterer’s service charges for City sponsored or co -sponsored events or activities are billed directly to the City by Caterer, separate and independent from the monthly use r fee payments due from Caterer to City , rather than being included as deductions or offsets from or against the monthly user fee payments. City and Caterer agreed to amend the Agreement by Amendment No. 1 to effectuate the same, including amending the Contract Sum to reflect the independent nature of the payments to be made by City for City sponsored or co -sponsored events or activities (which were anticipated not to exceed $1 72,000 annually). Amendment No. 1 was not intended to, and did not, change the rates of compensation or the anticipated total /final compensation that would be received by Caterer or City under the Agreement, as the changes effectuated by Amendment No. 1 wer e intended to relate only to separating the process of invoicing and payment of the monthly user fees due to the City from the process of invoicing and payment of the costs incurred by the City for City sponsored or co - sponsored events or activities under the Agreement.

C. Due to higher-than-anticipated demand for Caterer’s services for City sponsored or co-sponsored events or activities under the Agreement, the Contract Sum has been expended faster than anticipated, and unless increased, will likely be exhausted prior to the scheduled expiration of the initial-three year term of the Agreement (December 31, 2025) . Accordingly, the City and Caterer now desire to amend the Agreement to increase the Contract Sum by $110,000 to authorize additional funding sufficient to cover the anticipated demand for such services through December 31, 2025.

D. Furthermore, the City desires to exercise the first of its two options to extend the Term of the Agreement by one year pursuant to Section 3.4 of the Agreement (at the same rate of compensation as set forth in Exhibit “C” for the initial three-year term, as provided in Section 3.4), thereby extending the Agreement term through December 31, 2026, and the City and Caterer now

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01007.0001 2013811.2
desire and intend to amend the Agreement increase the Contract Sum by $220,000 to authorize funding sufficient to cover the anticipated demand for such services for the one-year extension period (January 1 – December 31, 2026).

E. The current Contract Sum is $473,000 . The Contract Sum increases described in Recitals C and D above, collectively, equal $330,000, resulting in an amended Contract Sum of $803,000.

TERMS

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

A. Section 2.1 is hereby amended to read in its entirety as follows:
“2.1 Contract Sum . For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but the maximum amount payable by City to Consultant for City sponsored or co-sponsored events or activities (which shall be independent of and shall not reflect deduction or setoff for monthly user fees payable by Consultant to City under this Agreement, as detailed in Section III of Exhibit “C”) shall not exceed Eight Hundred Three Thousand Dollars ($803,000) Four Hundred Seventy Three Thousand Dollars ($473,000) (“Contract Sum”).” B. Section 3.4 is hereby amended to read in its entirety as follows:
“3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding four (4) three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit ‘D’). The City has the option, at its sole discretion, to extend the term of the Agreement by up to one (1) two (2) additional years, in a one (1) year increments, at the same rate of compensation as set forth in Exhibit “C” for the initial fourthree-year term.” C. Section VI of Exhibit “C” (Schedule of Compensation) is hereby amended to read in its entirety as follows:
“VI. The total compensation from City for the Services shall not exceed $803,000 $473,000, as provided in Section 2.1 of this Agreement.”

2. Continuing Effect of Agreement. Except as amended by Amendment No. 1 and this Amendment No. 2, all provisions of the Agreement 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 Amendment No. 1 and this Amendment No. 2 to the Agreement.

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01007.0001 2013811.2

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Caterer each ratify and reaffirm each and every on e of the respective rights and obligations arising under the Agreement and Amendment No. 1. 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 and Amendment No. 1. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Caterer 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.

City represents and warrants to Caterer that, as of the date of this Amendment No. 2 , Caterer 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 No. 2.

5. Authority. The persons executing this A mendment 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 A mendment 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 A mendment 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]

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01007.0001 2013811.2
IN WITNESS WHEREOF, the parties hereto have executed this A mendment No. 2 on the date and year first set forth above.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor

ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[pks; brj]
CATERER:

CHOURA VENUE SERVICES, a California
corporation

By:

Name: James Choura
Title: CEO
By:

Name: Daniel D’sa
Title: President
Address: 4101 E. Willow St.

Long Beach, CA 90815

Two corporate officer signatures required for Caterer, with one signature required from each of the following groups: 1) Chairman of the Board, CEO, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. C ATERER’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 CATERER’S BUSINESS ENTITY.

01007.0001 2013811.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001 2013811.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

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CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, August 5, 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 25-078, APPROVING MEASURE R FUNDINGAGREEMENT AMENDMENT NO. 1 BETWEEN LOS ANGELES COUNTY METROPOLITAN TRANSPORTATIONAUTHORITY (LACMTA) AND THE CITY OF CARSON FOR PROJECT NO. 1780: VICTORIA TRANSIT CENTER,LACMTA PROJECT # MR524.02, FTIP # LA9919119 (CITY COUNCIL) I. SUMMARY
The City of Carson (City) is undertaking Project No. 1780: Victoria Transit Center to design and construct a newtransit center on the California State University Dominguez Hills campus, adjacent to Victoria Street (Exhibit No. 1).

Grant funds were awarded to the City to cover, in part, the design and construction of this project from Los AngelesCounty Metropolitan Transportation Authority (LACMTA) Measure “R” funds in the amount of $3,525,000 inaccordance with the terms of a Funding Agreement (Exhibit No. 2).

The Funding Agreement was approved by City Council on July 5, 2023 and has FY 2021-22 and 2022-23 fundslapsing on June 30, 2025. Amendment No. 1 to the Funding Agreement (Exhibit No. 3) extends the lapsing date toJune 30, 2027.

II. RECOMMENDATION
TAKE the following actions:

1. WAIVE further reading and ADOPT Resolution No. 25-078, "A RESOLUTION OF THE CITY COUNCIL OFTHE CITY OF CARSON, CALIFORNIA, APPROVING AMENDMENT NO. 1 TO MEASURE R TRANSITINVESTMENT FUNDING AGREEMENT", extending FY 2021-22 and 2022-23 funds to June 30, 2027(Exhibit No. 4).

2. AUTHORIZE the Mayor to execute Funding Agreement Amendment No. 1 (Exhibit No. 3) following approvalas to form by the City Attorney, for the design and construction of the transit center as part of Project No.1780.

III. ALTERNATIVES
DO NOT APPROVE the above recommendations; however, the City must execute this funding agreementamendment in order to extend FY 2021-22 and 2022-23 funding. Invoices for reimbursement after the currentlapsing date cannot be submitted to LACMTA unless this funding agreement amendment is fully executed.

IV. BACKGROUND
The City’s Capital Improvement Program (CIP) calls for the design and construction of Project No. 1780: VictoriaTransit Center. In September 2021, the Metro Board programmed $3,525,000 in Measure R Funds for the designand construction of the project to the City to cover 100% of the estimated cost.

For the past several years, the City of Carson has used Del Amo Boulevard, east of Avalon, as the transit terminalfor the Carson Circuit system. The only transit amenities currently marking this site are benches and bus stop signsset within the street right-of-way, adjacent to an open parking lot. The proposed Transit Center around theCalifornia State University Dominguez Hills (CSUDH) would be a more effective facility and will better serve thepurpose of serving both the students in the university and the patrons for the development at the 157 acre site inCarson. The Transit Center will be mutually beneficial to Metro, Long Beach Transit, Carson Circuit, and TorranceTransit as they all run through Victoria St. The purpose of the Victoria Transit Center project is to provide a modernfacility at which bus riders can access the Carson Circuit system or transfer between any of its routes. Regionalconnections to the Carson Circuit’s Blue Line feeder routes (Route D & G) and Metro Lines #205 and #446-447 willalso be able to be made at the new Victoria Transit Center. Further, Metro Transit’s patrons will also be able toaccess all points served by the Carson Circuit by transferring at the Victoria Transit Center. Carson Circuit andpartner agency Long Beach Transit’s five fixed-routes, together providing for approximately 195,000 annualpassengers trips, will provide helpful connections to the Victoria Transit Center. The new Victoria Transit Center willgreatly enhance passenger comfort, security, and access to bus service information.

The design phase of the project continues to make steady progress. However, the existing grant funding for fiscalyears 2021--22 and 2022-23 is currently set to expire on June 30, 2025. In order to complete the project plans,specifications, and estimates necessary for the construction bid package, additional time is needed. To addressthis, an amendment to the Funding Agreement will extend the availability of these funds through June 30, 2027.Staff therefore is requesting that the City Council approve Amendment No. 1 to the Funding Agreement to provideenough time to ensure that deliverables are met, and for the construction phase of the project to be completed.

V. FISCAL IMPACT
None.

VI. EXHIBITS

1. Location Map

2. Funding Agreement

3. Funding Agreement Amendment No. 1

4. Resolution 25-078

Attachments
Exhibit 1 - Location Map
Exhibit 2 - Funding Agreement
Exhibit 3 - Funding Agreement Amendment No. 1
Exhibit 4 - Resolution 25-078
EXHIBIT NO. 1

09.10.19 1 of 2
FA Measure R Hwys
Attachment B - 1 Expenditure Plan

09.10.19 2 of 2
FA Measure R Hwys
Attachment B - 1 Expenditure Plan
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RESOLUTION NO. 25-078

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARSON, CALIFORNIA, APPROVING AMENDMENT NO. 1

TO MEASURE R TRANSIT INVESTMENT FUNDING

AGREEMENT

WHEREAS, Los Angeles County Metropolitan Transportation Authority ( “LACMTA”) entered into the Measure R Transit Investment Funding Agreement dated June 1, 2022 (“Funding Agreement”), programming Measure R Funds to the City of Carson (“City”) for Carson Circuit:

Fashion Outlet Regional Transit Center, LACTMA Project ID# MR524.02 and FTIP# LA9919119 (“Project”); and

WHEREAS, the LACMTA Board on September 23 , 2021, delegated administrative authority to its staff to extend funding lapse dates of the Measure R Funds previously approved to meet environmental, design, right of way and construction time frames; and

WHEREAS, the City and LACMTA desire to extend the laps e dates of FY 2021-22 and FY 2022-23 funds to June 30, 2027; and

WHEREAS, amending the Funding Agreement for the Project will permit the City to be reimbursed as specified in the agreement with LACMTA for the Project.

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

Section 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Section 2. Approval of Amendment No. 1 to Funding Agreement. The City Council hereby approves Amendment No. 1 of the Funding Agreement, a copy of which is attached hereto as Exhibit “A” and incorporated herein by this reference and authorizes the Mayor to execute the same.

Section 3. Further Acts. The City Manager, Director of Public Works and City Clerk are hereby authorized and directed to execute such other documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized.

Section 4. Severability. 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 5. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

Section 6 . Effective Date. This Resolution shall be effective immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PASSED, APPROVED, and ADOPTED this 5th day of August, 2025.

____________________________
Lula Davis-Holmes, Mayor

ATTEST:

_______________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

_______________________________
Sunny K. Soltani, City Attorney

EXHIBIT “A”

Amendment No. 1 of the Funding Agreement
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, August 5, 2025, 5:00 PM
CONSENT 22. 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 GRAFFITI PROTECTIVE COATINGS, INC TO PROVIDE GRAFFITI ABATEMENT SERVICES TO THEPUBLIC WORKS DEPARTMENT (CITY COUNCIL) I. SUMMARY
The Public Works Department – Operations and Maintenance Division is responsible for graffiti abatement throughout the city. The goal is to remove graffiti within 48 hours or less in effort to discourage vandalism in the City of Carson.

In conjunction with internal staff, the Public Works department utilizes contracted graffiti abatement vendor, Graffiti Protective Coatings, Inc (GPC)  to address graffiti concerns in a timely manner. To maintain the current 7 days a week graffiti removal operation as needed, the extension of the GPC contract is warranted.

Staff requests Council approve extension of the GPC Contract Services Agreement by one (1) additional one-year term for an additional $129,600.00. The new total not-to-exceed contract sum shall be $259,200.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 1 to the Contract Services Agreement with Graffiti Protective Coatings, Inc. to provide Graffiti Abatement Services increasing the contract sum by $129,600.00 for a new total contract sum of $259,200.00 and extending the term by one year.

2. AUTHORIZE the Mayor to execute Amendment No. 1 to the agreement with Graffiti Protective Coatings Inc., following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE Amendment No. 1 to the Contract Services Agreement with Graffiti Protective Coatings, Inc to provide Graffiti Abatement Services.

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

IV. BACKGROUND
The primary purpose of graffiti abatement in the City of Carson is to remove and prevent graffiti vandalism throughout the City, thereby improving the overall quality of life, combating blight, and boosting economic development. Prompt removal discourages further graffiti, and helps improve community safety and property values.

Due to the increased volume of graffiti nuisances throughout the City, staff sought to engage the services of Graffiti Protective Coatings, Inc. (GPC) via a piggybacked Contract Services Agreement between GPC and the City of Torrance dated July 1, 2022. On July 16, 2024, Council approved the City’s own Contract Services Agreement with GPC for a not-to-exceed amount of $129,600 and a one-year term that allowed for two additional one-year extensions at the City’s option. To ensure expedient graffiti removal response continues without interruption, including after hours removal services, staff has determined it necessary to extend the contract with GPC.

Staff now requests Council approve extending the Contract Services Agreement with GPC for an additional one- year term. The additional compensation for the services shall be $129,600.00 for a new total not-to-exceed contract sum of $259,200.00.

V. FISCAL IMPACT
If the proposed Amendment No. 1 is approved, the GPC Contract Services Agreement for Graffiti AbatementServices will be increased by an additional $129,600 for a new total not-to-exceed contract amount of $259,200.

The requested amendment amount of $129,600 is included in the adopted FY 25/26 budget within graffiti abatement professional services account 101-80-840-109-6004.

VI. EXHIBITS

1. Original GPC Contract

2. GPC Contract Amendment

Attachments

1. Original GPC Contract

2. Amendment No. 1 Graffiti Protective Coatings(2023395.3).pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
GRAFFITI PROTECTIVE COATINGS, INC.

01007.0001/644685.1 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
GRAFFITI PROTECTIVE COATINGS, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________________, 2024 by and between the CITY OF CARSON, a California municipal corporation (“City”) and GRAFFITI PROTECTIVE COATINGS, INC., a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. The City seeks to piggyback off that certain Contract Services Agreement between Consultant and the City of Torrance dated July 1, 2022 (“Torrance Contract”), which includes Consultant providing graffiti abatement services and other services for the City of Torrance.

B. Pursuant to Section 2611(f) of the City’s Municipal Code, the City is authorized to enter into this Agreement by piggybacking off the Torrance Contract, as determined by City’s Purchasing Manager. City’s regulations permit piggybacking at the same or better prices than those reflected in the Torrance Contract, and Consultant has agreed to extend such pricing to City under this Agreement.

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

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

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

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

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1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Twenty Nine Thousand Six Hundred Dollars and Zero Cents ($129,600.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

01007.0001/644685.1 -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Barry Steinhart General Manager
(Name) (Title)

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(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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

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

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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

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

5.2 General Insurance Requirements.

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

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

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

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

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and 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 gua ranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which t he Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

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

5.3 Indemnification.

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

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

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

5.4 Sufficiency of Insurer.

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

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

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

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

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

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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this 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 approv ed by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the eve nt of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

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7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

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8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

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9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

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

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

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

GRAFFITI PROTECTIVE COATINGS, INC., a
California corporation

By:

Name: Carla Lenhoff
Title: President
By:

Name:

Title:

Address: 419 N. Larchmont Blvd., Suite 264
Los Angeles, CA 90004
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 Treasur er. 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

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/644685.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform for the City the graffiti abatement Services as follows:

01007.0001/644685.1 A-2

01007.0001/644685.1 A-3

01007.0001/644685.1 A-4

01007.0001/644685.1 A-5

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

See Section I. above.

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

A. As directed by the City’s Contract Officer.

B. As required, if at all, by Section I. above.

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

01007.0001/644685.1 B-1
EXHIBIT “B”

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

I. 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 t he 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 B-2
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 apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (g) Eight-Hour Work Day . Consultant acknowledges that eight (8) hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.
(h) Penalties for Excess Hours . Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the p erformance 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 o ne calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (i) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self - insurance in accordance with the provisions of that code, and I will comply with suc h 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 B-3
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 re ctify 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 but not exceeding one (1) years from the date hereof, except as otherwise provided in the Sche dule 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.””

01007.0001/644685.1 C-1
EXHIBIT “C”

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

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

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

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

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

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

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

IV. The total compensation for the Services shall not exceed $ 129,600 as provided in Section 2.1 of this Agreement.

01007.0001/644685.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

Consultant will be available to City 24 hours a day, 365 days a year.

A. Emergencies – less than 120 minutes
B. Routine – clean immediately upon spotting graffiti
C. City or citizen reported incidents – typically no more than 8 working hours (weekdays) and not to exceed 48 hours
II. Consultant shall deliver the following tangible work products to the City by the following dates.

See Exhibit A, Section I.

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

-

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

GRAFFITI PROTECTIVE COATINGS
,
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

A.

City and Con
sultant

entered into that certain Agr
eement for Contract Services

dated
August 7
, 202
4 (“Agreement”)
,

whereby Consultant agreed to

perform

graffiti abatement
services
for a

not
-
to
-
exceed
Contract Sum of $
129,600
.00

for the Term spanning from
August 7
, 2024

to
August
6 , 2025
, with
two

optional one (1) year extension period
s

at a not to exceed compensation
of $129,600.00 for each extension period.
.

B
.

City and Con
sultant
now desire to amend the Agreement to

exercise
the first
option
for
extension
resulting in an
exten
sion

of
the Agreement
Term
for one (1) year from August 7,
2025 to August
6 , 2026, and
increase the Contract Sum by
$
129,600.00
from
$
129,600.00
to
$
259,200.00
.

TERMS

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

(new text
is
indicated
in
bold italics

and deleted text in
strikethrough
).

A.

Section 2.1

(
Contract Sum
)

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

“2.1

Contract Sum
.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit
“
C
”

and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed

Two Hundred Fifty Nine Thousand
Two Hundred Dollars and Zero Cents

($
259,200
.00)
One Hundred Twenty
-
Nine
Thousand Six Hundred Dollars and Zero Cents ($129,600.00)

(the “Contract Sum”), unless
additional compensation is approved pursuant to Section 1.8. ”

B
.

Section

3.4 (
Term
) of the Agreement is hereby amended to read in its
entirety as follows:

“3.4

Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement

-

2 -

shall continue in full force and effect until completion of the services but not exceeding two
one

(
2 1
) year
s

from the date hereof, except as other wise provided in the Schedule of Performance ( Exhibit “D”)
. The
City may, at its sole discretion, elect to extend the Term by one (1) additional one
-
year term
two (2)
additional one
-
year terms

(each, an “Extension Term”). The pricing to be applied for each Extension Term is listed in Exhibit “C.””

C.

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 $
259,200.00

$
129,600

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 the passing of time or the giving of notice, or both, would constitute a mat erial 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 co
nstitute but one and the same Amendment.

-

3 -

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
]

CON

SULTANT
:

GRAFFITI PROTECTIVE COATINGS
,
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 BUSIN
ESS ENTITY.

01007.0006 2023395.3

CALIFORNIA ALL
-

PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF
__________________________

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 2023395.3

CALIFORNIA ALL
-

PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF
__________________________

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.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, August 5, 2025, 5:00 PM
DISCUSSION 23. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER AN AWARD OF A CONSTRUCTION CONTRACT FOR PROJECT NO. 1657: TRAFFICSIGNAL INSTALLATION AT SIX INTERSECTIONS LOCATED AT: FIGUEROA STREET AT VICTORIA STREET;FIGUEROA STREET AT 223RD STREET; FIGUEROA STREET AT 234TH STREET; MAIN STREET ATALBERTONI STREET; MAIN STREET AT 220TH STREET; AND MAIN STREET AT VICTORIA STREET (CITYCOUNCIL) I. SUMMARY
Project No. 1657: Traffic Signal Installation at six (6) Intersections is included in the City’s Capital Improvement Program (CIP) list for improvements at the following locations: Figueroa Street at Victoria Street; Figueroa Street at 223rd Street; Figueroa Street at 234th Street; Main Street at Albertoni Street; Main Street at 220th Street; and Main Street at Victoria Street (Exhibit No. 1).

The project was advertised from December 9, 2024 to February 3, 2025. Seven bids were initially received and opened by the Purchasing Division Manager on February 3, 2025. However, Alfaro Communications Construction, Inc. (the original apparent low bidder) withdrew their bid the same day, citing a mathematical error. The next lowest bidder is Elecnor Belco Electric, Inc. (Belco) with a bid in the amount of $5,661,686.00. Belco is considered the lowest responsive and responsible bidder.

The project is subject to the requirement of the City’s Project Labor Agreement (PLA). The selected contractor and all subcontractors have an obligation to comply with all the terms of the PLA.

Staff is requesting the City Council to award a construction contract to the lowest responsive and responsible bidder, Belco, in the amount not to exceed $5,661,686.00.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a Construction Contract for Project No. 1657: Traffic Signal Installation at Six Intersections in the amount of $5,661,686.00 to the lowest responsive and responsible bidder, Elecnor Belco Electric, Inc.

2. AUTHORIZE the Mayor to execute a construction contract following approval as to form by the City Attorney.

III. ALTERNATIVES

1. REJECT all bids.

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

IV. BACKGROUND
The City’s Capital Improvement Program (CIP) calls for the construction of Project No. 1657 - Traffic Signal Installation at Six Intersections. The Project includes the construction of roadway and traffic signal modifications at six existing traffic signal-controlled intersections in the City of Carson. The six intersection improvements along Main Street and Figueroa Street are near and run parallel to the I-110 Freeway. Traffic from freeways at local interchanges adversely impacts the operations of these intersections. These impacts occur especially during peak hours, when traffic exiting nearby I-110 off ramps combined with the regional north-south traffic overwhelm the existing operational capacity of the intersections. The six traffic signals will be upgraded and improved to provide increased intersection capacity, upgraded safety lighting, new video detection systems, and pedestrian head upgrades. The traffic signal controllers will be programmed to ensure efficient and safer vehicle, pedestrian, and bicycle travel, improve the level of service and reduce delays at the project intersections.

This Project was approved for funding through two separate Measure R grants (MR312.41 and MR312.46) and the City requested Metro to program funding to cover the PS&E, Construction, and Construction Support phases. At its June 23, 2016 meeting, the Metro Board approved programming $1,400,000 in Measure R funds to the City for PS&E and initial construction activities. However, because this initial amount was insufficient to fully fund improvements at all six intersections, the Metro Board at its July 22, 2021 meeting approved an additional $2,820,000 in Measure R funds for construction. In addition, Metro offered the City of Carson the services to prepare and complete the plans, specifications and estimate for the project. Metro completed the PS&E, which was approved by the City Council on February 7, 2023, and Metro will also lead the Construction Support Services phase of the project.

Traffic signal upgrades at these intersections have become increasingly urgent due to reported accidents from nearby businesses, and the project has been delayed for several years since the original grant award, raising concerns over potential fund lapse if not completed timely. The City of Carson will be responsible for advertising the bid for construction, awarding the bid to the lowest responsible/responsive bidder, and managing the construction of the project. The Measure R grant amount for design is $490,000, for construction is $3,730,000 and about $100,000 of which will be needed for construction support, through Metro. This leaves $3,630,000 in Measure R funds available for payment to the construction contractor.

The project was advertised for construction bids through IFB No. 24-025, and on February 3, 2025, seven bids were received through PlanetBids and opened by the Purchasing Division Manager at the City Clerk’s office (Exhibit No. 2). The bid results are listed below:

No.Bidder Place of BusinessBid Amount
1 Alfaro Communications Construction,
Inc.

Compton, CA $4,590,384.50
2 Elecnor Belco Electric, Inc.Chino, CA $5,661,686.00
3 Comet Electric Chatsworth, CA $5,705,334.00
4 Select Electric, Inc. Anaheim, CA $5,825,850.00
5 Baker Electric & Renewables LLC Escondido, CA$6,435,740.00 6 International Line Builders, Inc.Corona, CA $6,503,607.00 7 Crosstown Electrical & DataIrwindale, CA $6,943,880.00 Bidder No. 1, Alfaro Communications Construction, Inc. (the original apparent low bidder) withdrew their bid the same day, citing a mathematical error.

In reviewing the bid documents submitted by Bidder No. 2, Belco, it was determined that Belco’s bid was responsive with all the required bid documents provided including the PLA Letter of Assent. Belco is a bonafide contractor licensed in the State of California and is registered with the Department of Industrial Relations. The bid bond, in the amount of 10% of the total bid, as supplied by Liberty Mutual Insurance Company is in order and was submitted with the bid. Belco indicated that they will self-perform approximately 67% of the contract work that exceeds the minimum percentage required by the project specifications. In addition, Belco has completed similar projects in Carson and in nearby jurisdictions in the past, all in a satisfactory manner.

The city received a grant of $3,730,000 for the traffic signal improvement project. However, the lowest bid received for the construction was $5,661,686 thereby creating a funding gap that prevents us from covering the full scope of work, which includes improvements at all six intersections. While staff has considered reducing the scope of work or limiting to the number of intersections to be improved in order to stay within the available funding, such approach may not meet the safety standards required for motorists. To ensure the safety and benefit of the public, it is crucial that we proceed with improvements at all intersections. Therefore, we respectfully request the city council to provide additional funding to cover the cost difference and allow us to move forward with awarding the contract to the lowest bidder.

Pursuant to Carson Municipal Code Section 2610, a notice of intent to award was sent to all actual bidders by email on April 8, 2025 stating the city’s intent to award a construction contract to Belco. The notice also stated that protest must comply with the requirements of the Carson Municipal Code Section 2613. No protests were received within the allotted time frame nor as of the date of this report.

Staff, therefore, recommends the award of a construction contract to the lowest responsive and responsible bidder Belco with a bid in the amount of $5,661,686.00 (Exhibit No. 3).

The accomplished and anticipated timeline for this project is as follows:

Preparation of Plans, Specifications, and EstimatesCompleted Advertise Notice Inviting Bids Completed
Award of Construction Contract August 2025
Contract Execution September 2025
PO Issuance October 2025
Start of Construction November 2025
Completion of Construction August 2026
Project Close-Out August 2026
The project may experience delays depending on the availability of materials and the weather conditions, and staff may have to adjust the project schedule accordingly.

Staff requests that the City Council award a Construction Contract to Belco in the amount not to exceed $5,661,686.00. This contract amount reflects an increase in pricing of labor and materials since the grant funding was awarded. It also reflects additional safety mitigation for the intersections of Main Street at Victoria Street and Figueroa Street at 190th Street / Victoria Street.

V. FISCAL IMPACT
The proposed contract amount is $5,661,686.00. The City was awarded a Measure R grant in the amount of $3,730,000. Funds in the amount of $3,730,000.00 were included in the adopted FY 25/26 budget in account 259- 80-820-904-8023.

The grant requires $100,000.00 to be utilized for construction support performed by Metro, leaving $3,630,000 for construction work performed by the proposed contractor. If council approves the contract for work at all 6 intersections, the remaining $2,031,686.00 needed for the contract sum will be budgeted in fiscal year 26/27.

VI. EXHIBITS

1. Location Map

2. Bid Register

3. Public Works Construction Agreement

4. Measure R Funding Agreement - PW1657

Attachments
Exhibit 1 - Location Map
Exhibit 2 - Bid Register
Exhibit 3 - Public Works Construction Agreement
Exhibit 4 - Measure R Funding Agreement - PW1657
FTIP #: LA9919136
Subregion ID: South Bay

Project#: MR312.41
FA# 9200000000MR31241

Project No. 1657 Location Map
Albertoni St & Main St
Main St & Victoria St
Figueroa St & Victoria St
Main St & 220th St
Figueroa St & 223rd St
Figueroa St & 234th St
CITY
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DATE:
02-03-25
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Initials

01007.0006/1066662.1 1

PUBLIC WORKS AGREEMENT

BETWEEN THE CITY OF CARSON AND
ELECNOR BELCO ELECTRIC, INC.

THIS PUBLIC WORKS AGREEMENT (“ Agreement”) is made and entered into this ____ day of ________, 2025, by and between the City of Carson, a California charter city (“City”) and Elecnor Belco Electric, Inc. , a California corporation (“ Contractor”). City and Contractor may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

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

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

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

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

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

AGREEMENT
ARTICLE 1. CONTRACTOR SERVICES

1.1 Scope of Work.

The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the Bid Documents for the project entitled Project No. 1657: Figueroa and Main Street Traffic Signal Modifications (“Project”). All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations. As used herein, “Bid Documents” refers to all of the documents included i n the solicitation of bids for the Project, including but not limited to, the Invitation for Bids, Instructions to Bidders, Bid or Bid Proposal, Contract Documents, Special Provisions, Technical Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein. The Bid Documents are incorporated into this Agreement and made part hereof. In the event of any conflict -2-
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between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern.

1.2 Incorporation of Greenbook.

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

1.3 Compliance with Labor and Wage Laws.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ( “DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) R
egistration with DIR . Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. (c) P revailing Wages . Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis -Bacon Act (40 U.S.C. § 3141 et seq. ), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d) P enalty for Failure to Pay Prevailing Wages . Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
(e) P
ayroll Records . Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. -3-
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(f) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations T itle 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g) E
ight- Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810.
(h) P enalties for Excess Hours . Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty- five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(i) Wo
rkers ’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers ’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
(j) Contractor’s Responsibility for Subcontractors . For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.
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1.4 Compliance with Project Labor Agreement
If and to the extent that the work to be performed under this Agreement is within the scope of the City’s Project Labor Agreement , which was fully executed as of March 4, 2020, by and between the City and the Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions (the “Project Labor Agreement”), City and Contractor acknowledge and agree that Contractor is required to comply with the provisions of the Project Labor Agreement, and that in the event of a conflict between the provisions of this Agreement and the Project Labor Agreement, the Project Labor Agreement shall supersede and take precedence over the conflicting provision(s) of this Agreement.

1.5 Licenses, Permits, Fees and Assessments.

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

1.6 Familiarity with Work.

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

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

1.8 Unidentified Utilities.

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

1.9 Trench Excavation.

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

1.10 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other c omponents thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’ s own -6-
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negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City ’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.11 Warranty.

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

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

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

1.12 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the City’s Director of Public Works or City Engineer, or either of their designees, to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change -7-
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Orders must be signed by the Contractor and City’s Director of Public Works or City Engineer, or either of their designees, prior to commencing the extra work thereunder. (b) Any increase in compensation of up to the amount of contingency approved by the City Council at the time the Project was awarded to Contractor plus any additional subsequent contingency approved by the City Council , if any, taken either separately or cumulatively, or any increase in the time to perform of up to one hundred eighty (180) days and which are not detrimental to the Work or to the interest of the City, may be approved by the City’s Director of Public Works or City Engineer, or either of their designees . Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Contractor’s Bid . If the rates in the Contractor’s Bid do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and City’s Director of Public Works or City Engineer, or either of their designees. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: The cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) M
aterials and Equipment : The cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. -8-
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1.13 CARB Compliance.

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

1.14 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Contractor’s Bid attached hereto as Exhibit A and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor’s expenses, of an amount not to exceed Five Million Six Hundred Sixty One Thousand Six Hundred Eighty Six Dollars ($5,661,686.00) (“Contract Sum”) for completion of the work.

2.2 Invoices.

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

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

2.3 Payment.
(a) Payments Made b y City . City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed -9-
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or expenses incurred by Contractor which are disputed by City, City will cause Contractor to be paid any progress payment within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid any progress payment within thirty (30) days of receipt of an undisputed and properly submitted invoice and provided the Project is for construction, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
(b) Payments Made by Contractor to Subcontractors . Contractor shall remit payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar days if payments are owed by Contractor to any subcontractor other than a small business enterprise.

2.4 Retention.

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

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

2.5 Waiver.

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

2.6 Substitution of Securities.

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

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

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

3.2 Liquidated Damages.

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

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager ’s determination -11-
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shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

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

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

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

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in -12-
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writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor ’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Project Manager.

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

4.4 Independent Contractor.

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

4.5 Prohibition Against Subcontracting or Assignment.

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

5.1 Insurance Coverages.

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

If the Project does not involve new or major reconstruction, then at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

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

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

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

5.2 General Insurance Requirements.
(a) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (b) P
roof of Insurance. Contractor shall provide certificates of insurance and endorsements to City as evidence of the insurance coverages required herein, along with a waiver of subrogation endorsement for workers ’ compensation. Insurance certificates and endorsements must be approved by City’ s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certifie d copies of all required insurance policies, at any time.
(c) D
uration of C overage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (d) P
rimary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’ s own insurance or self -insurance shall be called upon to protect it as a named insured.
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(e) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) Wai
ver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) E
nforcement of C ontract Provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) R
equirements Not Limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) N
otice of C ancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) A
dditional Insured S tatus. General and auto liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) P
rohibition of Undisclosed C overage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) S
eparation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer ’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. -16-
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(m) Pass Through Clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor , provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) A
gency ’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor , the City and Contractor may renegotiate Contractor’s compensation.
(o) S
elf -Insured Retentions . Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self -insurance will not be considered to comply with these specifications unless approved by City.
(p) T
imely Notice of C laims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor ’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) A
dditional I nsurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

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

5.4 Notification of Third-Party Claims.

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

5.5 Performance and Payment Bonds.

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

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

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

5.6 Sufficiency of Insurer or Surety.

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

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

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

6.2 Reports.

Contractor shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein , Contractor shall promptly notify the Project Manager of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto. -19-
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6.3 Ownership of Documents.

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

6.4 Confidentiality and Release of Information.
(a) Information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by -20-
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Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT ; DEFAULT , SUSPENSION AND

TERMINATION

7.1 California Law.

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

7.2 Default of Contractor.

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

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

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

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

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

The following requirements apply to all claims to which this section applies:
(a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede notice requirements otherwise provided in the Agreement for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contract ual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. (b) S
upporting Documentation. The Contractor shall submit all claims in the following format:
(i) Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
(ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other. (iii) Chronology of events and correspondence related to the claim. (iv) Statement of grounds for the claim.
(v) Analysis of the claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any. (c) City’s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement. -22-
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(i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (ii) Within 30 days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be re quested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. (iii) The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d) Meet and Confer. If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City’s response or within 15 days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the iss ues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (e) M
ediation . Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time. (i) If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. -23-
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(iii) Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City’s Responses. The City’s failure to respond to a claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.
(g) G
overnment Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation.

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

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

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

7.5 Waiver.

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

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

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

7.6 Rights and Remedies Are Cumulative.

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

7.7 Unfair Business Practices Claims.

Pursuant to Public Contract Code section 7103.5, i n entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (comme ncing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the Parties. -25-
01007.0006/1066662.1
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq. , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. -26-
01007.0006/1066662.1
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

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

9.2 Notices.

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

9.3 Interpretation.

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

9.4 Counterparts.

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

9.5 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
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01007.0006/1066662.1

9.6 Severability.

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

9.7 Warranty & Representation of Non-Collusion.

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

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

Contractor’s Authorized Initials _______

9.8 Corporate Authority.

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

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01007.0006/1066662.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

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

ATTEST:

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

ALESHIRE & WYNDER, LLP
_________________________________
Sunny K. Soltani, City Attorney [rjl, alh]
CONTRACTOR:

ELECNOR BELCO ELECTRIC, INC., a
California corporation
*By: _______________________________
Name: _____________________________
Title: _____________________________

*By: _______________________________
Name: _____________________________
Title: _____________________________

Address: 14320 Albers Way
Chino, CA 91710

*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.

01007.0006/1066662.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0006/1066662.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0006/1066662.1 A-1

EXHIBIT A
CONTRACTOR’S BID

SEE ATTACHED BID SCHEDULE

01007.0006/1066662.1 A-2

01007.0006/1066662.1 A-3

01007.0006/1066662.1

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

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

I. Section 3.2 (Liquidated Damages) of the Agreement is hereby amended to read as follows:
“3.2 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Seven Hundred Fifty Dollars ($750.00) One Thousand Dollars ($1,000.00) as liquidated damages for each calendar working day of delay in the performance of any service required hereunder. The City may withhold any accrued liquidated damages from any monies payable on account of services performed by the Contractor. To the extent required by Government Code section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the work when such delay was caused by the failure of the City or owner of the utility to provide for removal or relocation of utility facilities.”

01007.0006/1066662.1

EXHIBIT C

PERFORMANCE BOND
We, Elecnor Belco Electric, Inc. , a California corporation , as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of Five Million Six Hundred Sixty One Thousand Six Hundred Eighty Six Dollars ($5,661,686.00) .

City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds i tself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

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

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

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

Principal and Surety agree that if the City is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum.

01007.0006/1066662.1
Executed this day of _________, ____.

Seal of Corporation _____________

By:____________________________________
Authorized Representative of Principal

Title: _____________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

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

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

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

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

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

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

01007.0006/1066662.1

EXHIBIT D

PAYMENT BOND

We, Elecnor Belco Electric, Inc. , a California corporation , as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) and those for whose benefit this bond insures in the sum of Five Million Six Hundred Sixty One Thousand Six Hundred Eighty Six Dollars ($5,661,686.00). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to pay any of the persons named in Section 9000 et seq. of the California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the same in an amount not exceeding the sum specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court.

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

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

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

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

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

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

01007.0006/1066662.1

Executed this _____________ day of ___________, ______.

Seal of Corporation ______________

By:______________________________
Authorized Representative of Principal

Title: __________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

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

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

_________________________ _____________________________ Name Street Number

_________________________ _____________________________ Street Number City and State

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

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

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

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

01007.0006/1066662.1

EXHIBIT E

INVOICE FORM

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, August 5, 2025, 5:00 PM
DISCUSSION 24. To: Honorable Mayor and City Council From: Tomisha Haywood, Records Management Coordinator CCO Option 1 Subject: CONSIDERATION OF ONLY LOCAL UNCONTESTED APPOINTMENTS TO THE CITY’SCOMMISSIONS, COMMITTEES, AND BOARDS, AND CITY AFFILIATED ORGANIZATIONS BY MAYOR ANDCITY COUNCIL AND CONSIDER ALL (CONTESTED AND UNCONTESTED) APPOINTMENTS TO ALLCOMMISSIONS (CITY COUNCIL) I. SUMMARY
This item is on the agenda to consider only uncontested appointments of City Commission, Committee, andBoard members in accordance with the City Charter, Article VI, by Mayor and City Council. (Exhibit 1) Also, consider all (contested and uncontested) appointments to all commissions and also considerappointments to City Affiliated Organizations. Pursuant to Section 602 of the City Charter provides, in part, the mayor and each member of the city councilmay appoint one member to a position on each City board or City commission, and the remainingmembership positions shall be appointed by the mayor and approved by a majority of the city council,including the three alternates. At the July 1, 2025, City Council meeting, Mayor Davis-Holmes continued this item to a future meeting.

II. RECOMMENDATION
TAKE the following actions:

1. CONSIDER and only APPOINT uncontested members to the City Commissions, Committees, and Boards;

2. CONSIDER and APPOINT all (contested and uncontested) members to all commissions except Planning Commission and Environmental Commission;

3. CONSIDER and APPOINT members to City Affiliated Organizations;

4. DIRECT the City Clerk to notify all affected appointments of this action in writing;

5. IF APPLICABLE, DIRECT the City Clerk to post and publish in accordance with the Maddy Act III. ALTERNATIVES
N/A
701 East Carson Street
IV. BACKGROUND
Every two years after the municipal election, most Commission and Board appointments expire. As unscheduled vacancies occur and/or members are frequently absent, it is best practice to consider new appointments.

Invitations to submit an appointment application for all interested person(s) were posted in accordance with the Maddy Act. Applications for individuals requesting appointments were previously provided under separate cover to the Mayor and City Council.

V. FISCAL IMPACT
Funds for member stipends are already budgeted for Fiscal Year 2025-2026.

VI. EXHIBITS
Local Appointments List  Prepared by: Dr. Khaleah K. Bradshaw, City Clerk and Tomisha Haywood, Records Management Coordinator

Attachments
Exhibit 1 - August 5, 2025, Agenda Report.pdf
*
** M
a
Mayor's uncontested
Denotes vacated seat
I. COMMISSIONS
[1] Economic Development Commission
Established by: Ordinance No. 00-1191. §1 (CMC §27104.1); Ordinance No. 21-2108 Membership:

Qualification:

Meetings:

Staff Liaison:

Support Staff:

Appointed Term Expires
Aldridge Jr., Ray (LDH)** 12-06-22 11-30-26
Childers, Christopher (CH) 12-06-22 11-30-26
Embry, Darren (LDH) 04-04-23 11-30-26
Kelley, Blake (LDH) 04-04-23 11-30-26
Jimenez, Trini (AR) 12-06-22 11-30-26
Luevano, Jose (JH) 06-17-25 11-30-26
Sparrow, Clyde (LDH) 04-04-23 11-30-26
Wallace, Deborah (LDH) 04-04-23 11-30-26
Baddeley, Kevin (JD) 06-17-25 11-30-26
Cordova, Ted (LDH) Alt. 1 04-04-23 11-30-26
Ibarra, Victor (LDH) Alt. 2 02-06-24 11-30-26
Vacant (LDH) Alt. 3 11-30-26

CITY OF CARSON

LOCAL APPOINTMENTS LIST FOR

COMMISSIONS, COMMITTEES, AND BOARDS
(Pursuant to Government Code Section 54970 et seq.)
NOTICE IS HEREBY GIVEN that the current terms for the following Commissioners, Committee and Board Members will expire as indicated for the respective bodies listed. Any interested resident of the City of Carson, California is eligible to serve on any of the below-named commissions, committees, or boards unless otherwise specified. Applications are available at the City Clerk's Office by request at (310) 952-1720.

The following appointed positions may receive compensation John Raymond, Asst. City Mgr x1773;
Article VI, §602 of the City Charter: To be qualified for appointment, the member shall be a qualified elector of the City, shall be domiciled in the City for at least sixty (60) days immediately preceding their appointment, and shall continue to reside in the City for the duration of his or her tenure, unless otherwise provided by ordinance.

The mayor and each member of the city council may appoint one member to a position on each City board, committee or commission, and the remaining membership positions shall be appointed by the mayor and approved by a majority of the city council, including the three alternates.
9 members; 3 alternates
Shall be and remain a resident of, or have a place of employment or business in the City of Carson, and be at least 18 years of age. Shall include representatives of all major sectors of the Carson business community as determined in the sole discretion of the City Council.

Sandy Solis, Division Secretary x1325
1st Thursday, 8:00 a.m., Executive Conference Room
Agenda Ready Report - August 5, 2025 1
[2] Environmental Commission*
Established by: Ordinance No. 70-128; §1 (CMC §2750); Ordinance No. 21-2103 Membership:

Qualification:

Meetings:

Staff Liaison:

Support Staff:

Analyst x1636; Kristin Smith, Council Aide x1743
Appointed Term Expires
Vacant (JH) 11-30-26
Swayzer, Ezekiel (LDH) 12-03-24 11-30-26
Hopson, Lillian (LDH)** 12-03-24 11-30-26
Ford, Brittney (LDH) 05-21-25 11-30-26
Koons, William (JD) 12-03-24 11-30-26
Peralta, Maribel (AR) 01-07-25 11-30-26
Hunt, Joseph (LDH) 05-21-25 11-30-26
Taylor, Hourie (CH) 12-06-22 11-30-26
Watkins, Freeman (LDH) 12-03-24 11-30-26
Vacant (LDH) Alt. 1 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Vacant (LDH) Alt. 3 11-30-26
[3] Human Relations Commission*
Established by:

Membership: 9 members (7 general, 2 youth); 3 alternates Qualification:

Meetings: 3rd Wednesday, 6:30 p.m., City Manager Conference Room Staff Liaison: Robert Lennox, Asst. City Manager x1728
Support Staff: Cac Le, Council Aide x1722
Appointed Term Expires
Junio, Teresita (LDH) 12-03-24 11-30-26
Calhoun, Jill (AR) 12-06-22 11-30-26
Davenport, Kimberley (JH) 04-04-23 11-30-26
Keely, Tina (JD) 12-03-24 11-30-26
Ramos, Jessica (LDH) 12-03-24 11-30-26
Reed, Cassandra (CH) 12-06-22 11-30-26
Russ, Harriett (LDH)** 12-03-24 11-30-26
Ifeacho, Dr. Chinyere (LDH) Alt. 1 12-03-24 11-30-26
Viernes, Irene (LDH) Alt. 2 12-03-24 11-30-26
Thompson, Audra (LDH) Alt. 3 06-17-25 11-30-26
Paxton, Cameron (LDH) Youth 02-18-25 06-30-26
Vacant (LDH) Youth 06-30-26
9 members; 3 alternates
Reata Kulcsar, Innovation & Sustainability Officer x1312 Shall be and remain a resident of the City of Carson and be at least eighteen (18) years of age at the time of the member's appointment
Shall be a resident of the City of Carson. Youth members shall be 16-21 years of age, enrolled in school at time of appointment, maintain a 2.0 GPA, shall have interest in human relations.

Ordinance No. 74-294; Ordinance No. 87-812, §1; Ordinance No. 89-883,§1 1st Wednesday, 6:30 p.m. (Executive Conference Room)
Jessica Coria, Division Secretary x1823; Evelyne Carmona, Senior Administrative Agenda Ready Report - August 5, 2025 2
[4] Parks, Recreation and Cultural Arts Commission*
Established by: Ordinance No. 69-65 (CMC §2735); Ordinance No. 21-2106 Membership: 9 members; 3 alternates
Qualification:

Meetings: Last Thursday, 6:30 p.m. (Executive Conference Room) Staff Liaison: Michael Whittiker Jr., Director of Community Services x3571 Support Staff: Kimberly Madrigal, Administrative Secretary x3581 Appointed Term Expires
Cainglet, Jesus-Alex (CH) 12-06-22 11-30-26
Cortado, Kimberly (JH) 06-20-23 11-30-26
Dahilig Jr., Cesar (LDH) 12-03-24 11-30-26
Lawrence, Shannon (LDH) 12-03-24 11-30-26
Gonzalez, Walter (LDH) 12-03-24 11-30-26
Hilliard, Kisa (JD) 12-03-24 11-30-26
Hunter, Edwina (AR) 12-06-22 11-30-26
Langston, DeAnthony (LDH) 12-03-24 11-30-26
Johnson, Jo Jacqueline (LDH)** 04-01-25 11-30-26
Brown Sr., Kelvin (LDH) Alt. 1 12-03-24 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Brillantes, Rudolfo (LDH) Alt. 3 12-03-24 11-30-26
[5] Planning Commission*
Established by: Ordinance No. 13, §1 (CMC §2700); § 606 of the City Charter Membership: 9 members; 3 alternates
Qualification:

Monthly Meeting: 2nd and 4th Tuesday, 6:30 p.m. (City Council Chambers) Staff Liaison: Christopher Palmer, Economic Development Mgr. x1365 Support Staff: McKina Alexander, Acting Planning Mgr x1326; Laura Gonzalez, Planning Secretary x1328 Appointed Term Expires
Diaz, Louie (JD) 12-03-24 11-30-26
Docdocil, Frederick (LDH)** 12-03-24 11-30-26
Guerra, Carlos (LDH) 12-03-24 11-30-26
Vacant (AR) 11-30-26
Huff, Del (LDH) 12-03-24 11-30-26
Wilson, Leticia (LDH) 12-03-24 11-30-26
Mfume, DeQuita (LDH) 12-03-24 11-30-26
Johnson, Clarence (JH) 03-19-24 11-30-26
Thomas, Dianne (CH) 12-06-22 11-30-26
Montecarlo, Jaime (LDH) Alt. 1 12-03-24 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Vacant (LDH) Alt. 3 11-30-26
Resident of the City of Carson
Resident of the City of Carson
Agenda Ready Report - August 5, 2025 3
[6] Public Relations Commission*
Established by: Ordinance No. 01-1239, §2 (CMC §27105.1) Membership: 9 members; 3 alternates
Qualification:

Meetings: 4th Tuesday, 12:00 p.m. (City Manager Conference Room) Staff Liaison: Danielle Hasley, Public Information Analyst x1606 Support Staff: Christine Foisia, Senior Clerk x1740
Appointed Term Expires
Eatman, Sonya (LDH) Community Representative 12-03-24 11-30-26 Vacant (LDH)* Community Representative 11-30-26
Stewart, Linda (LDH) Community Representative 12-03-24 11-30-26 Sandoz, Jeretta (AR) Community Representative 12-03-24 11-30-26 Ross, Dorothy (JD) Public Relations Specialist 12-03-24 11-30-26 Nunley, Madalyn (LDH) Public Relations Specialist 12-03-24 11-30-26 Pitcher, Pamela (LDH) Public Relations Specialist 12-03-24 11-30-26 Smith, Byron (CH) Public Relations Specialist 03-06-24 11-30-26 Price, Dr. Denice (JH) Public Relations Specialist 04-04-23 11-30-26 Washington, Deborah (LDH) Alt. 1 06-17-25 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Page, Brent (LDH) Alt. 3 02-18-25 11-30-26
[7] Public Safety Commission*
Established by: Ordinance No. 99-1160 § 1; Ordinance No. 01-1239 § 1 (CMC §27103.6); Ordinance No. 21-2104
Membership: 9 members; 3 alternates
Qualification:

Meetings: 3rd Thursday, 6:30 p.m. (Executive Conference Room) Staff Liaison: Priscilla Palma, Division Secretary x1787 Support Staff: Vacant
Appointed Term Expires
Allen, Jeffrey (LDH) 12-03-24 11-30-26
Arnold, Keith (LDH) 12-03-24 11-30-26
Flinton, Lawrence (AR) 08-06-24 11-30-26
Dacus, Samuel (LDH) 12-03-24 11-30-26
Dorsey, Donnie (CH) 12-06-22 11-30-26
Lewis, Prentiss (JH) 04-04-23 11-30-26
Rivers, Angela (LDH) 12-03-24 11-30-26
Romero, Heidi (LDH)** 12-03-24 11-30-26
Cogut, Louis (JD) 12-03-24 11-30-26
Wilson, Michael (LDH) Alt. 1 12-03-24 11-30-26
Brown, Randy (LDH) Alt. 2 12-03-24 11-30-26
Fields, Brandon (LDH) Alt. 3 06-17-25 11-30-26
Shall be a resident of the City of Carson and be at least eighteen (18) years of age at the time of the member’s appointment.

Shall reside or be employed in the City of Carson and be at least eighteen (18) years of age at the time of the member’s appointment.

Agenda Ready Report - August 5, 2025 4
[8] Public Works Commission*
Established by: Ordinance No. 99-1181 § 2 (CMC § 2798.6) Membership: 9 members; 3 alternates
Qualification:

Meetings: 2nd Monday, 6:30 p.m. (Executive Conference Room) Staff Liaison: Gilbert Marquez, Principle City/Civil Engineer x1813 Support Staff: Taelour C. James, Division Secretary x1801 Appointed Term Expires
Vacant (AR) 11-30-26
Calhoun, James (JD) 12-03-24 11-30-26
Fe'esago, Uli (LDH) 12-03-24 11-30-26
McNichols, Ryan (LDH) 12-03-24 11-30-26
Howard, Kobii (LDH) 12-03-24 11-30-26
Benson, Melvin (CH) 07-18-23 11-30-26
Nweke, Chike (LDH)** 12-03-24 11-30-26
Martin, Jr., Marion (LDH) 12-03-24 11-30-26
Todd Griffin, Kellie (JH) 01-07-25 11-30-26
Obiora, Emmanuel (LDH) Alt. 1 12-03-24 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Vacant (LDH) Alt. 3 11-30-26
[9] Senior Citizens Advisory Commission*
Established by: Ordinance No. 97-1119, § 1 (CMC § 2799.6) Membership: 11 members; 3 alternates
Qualification:

Meetings: 2nd Monday, 4:00 p.m. (Community Center, Carson/Dominguez room) Staff Liaison: Mike Whittiker Jr., Dir. of Comm. Srvs. x1780; Dani Cook, Human Srvs. Supv. X04/04/2380 Support Staff:

Appointed Term Expires
Graves, Shirley (LDH)** 12-03-24 11-30-26
Lopez, Delia (LDH) 12-03-24 11-30-26
Leverette, Ernestine (AR) 05-06-25 11-30-26
Dunn, Linda (LDH) 12-03-24 11-30-26
Bates, Billye (LDH) 12-03-24 11-30-26
Patterson, Patricia (LDH) 12-03-24 11-30-26
Ronquillo, Myrna (JD) 12-03-24 11-30-26
Ruiz-Raber, Julie (CH) 12-06-22 11-30-26
Seymore, Dr. Vergie (JH) 04-04-23 11-30-26
Simpson-Lott, Darlene (LDH) 12-03-24 11-30-26
Walker, Itelia (LDH) 12-03-24 11-30-26
Brown, LaRhonda (LDH) Alt. 1 12-03-24 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Davis, Pauline (LDH) Alt. 3 12-03-24 11-30-26
Brenda Reed, Senior Clerk x1775;
Have interest, experience or ability in construction, transportation, traffic, or circulation areas to ensure that traffic, vehicle parking, bikeways, and transportation systems and other City facilities are regulated and constructed in a manner calculated to best provide for the safety and welfare of the public. Shall be and remain a resident of, or have a place of employment or business in, the City of Carson, and be at least eighteen (18) years of age at the time of the member’s appointment.

Resident of the City of Carson and be at least 50 years of age at the time of appointment.

Agenda Ready Report - August 5, 2025 5
[10] Veterans Affairs Commission*
Established by: Ordinance No. 99-1154, § 1 (CMC § 27102.6) Membership: 11 members; 3 alternates
Qualification:

Meetings: 3rd Monday, 6:00 p.m. (Veterans SportsComplex - Activity Room) Staff Liaison: Kisheen Tulloss, Council Aide x1711
Support Staff: Mikala Multiauaopele, Division Secretary x3557 Appointed Term Expires
Batucal, Arthur (JH) 04-04-23 11-30-26
Boyd, Robert (JD) 12-03-24 11-30-26
Branch, Jr., Roger (LDH) 12-03-24 11-30-26
Da Silva, Manuel (LDH) 12-03-24 11-30-26
Raber, Brian (CH) 12-06-22 11-30-26
Salomon, Emmanuel (LDH) 12-03-24 11-30-26
Mosequera, Nemie P. (LDH)** 12-03-24 11-30-26
Woods, Richard (LDH) 12-03-24 11-30-26
Woods, Thomas (LDH) 12-03-24 11-30-26
Seay, Al (LDH) 12-03-24 11-30-26
Wilvert, Karl (AR) 12-06-22 11-30-26
Vacant (LDH) Alt. 1 11-30-26
Vacant (LDH) Alt. 2 11-30-26
Vacant (LDH) Alt. 3 11-30-26
Shall be a resident of the City of Carson and be at least eighteen (18) years of age at the time of the member’s appointment.

Agenda Ready Report - August 5, 2025 6
[11] Women's Issues Commission*
Established by: Ordinance No. 02-1246, § 1 (CMC § 27106.6) Membership: 9 members; 3 alternates
Qualification:

Meetings: 4th Monday, 6:00 p.m. (City Manager Conference Room) Staff Liaison: Ravynne Staine, Council Aide x1733
Support Staff: Vacant
Appointed Term Expires
Dela Cruz-Manio, Connie (LDH) 12-03-24 11-30-26
Fielder, Yolanda (LDH) 12-03-24 11-30-26
Fields-Robinson, Dr. Leandrea (LDH)** 12-03-24 11-30-26 Foster, Carolyn (LDH) 12-03-24 11-30-26
Koons, Fe (JD) 12-03-24 11-30-26
Odom Houze, Susan (JH) 04-04-23 11-30-26
Price, Dr. Greta (AR) 12-06-22 11-30-26
Williams, Maria (CH) 12-03-24 11-30-26
Tresvant, Sheila (LDH) 12-03-24 11-30-26
Graves, Keichun (LDH) Alt. 1 12-03-24 11-30-26
Mackson, Monique (LDH) Alt. 2 12-03-24 11-30-26
Johnson, Veronica (LDH) Alt. 3 12-03-24 11-30-26
[12] Youth Commission*
Established by: Ordinance No. 98-1132, § 1 (CMC § 27100.6 ) Membership: 11 members; 3 alternates
Qualification:

Meetings: 2nd Wednesday, 7:00 p.m. (Executive Conference Room) Staff Liaison: Brian Legaspi, Council Aide x1721
Support Staff: Vacant
Appointed Term Expires
Mitchell, Hannah (LDH) 06-06-24 06-30-25
Moore, Joshua (JH) 06-06-24 06-30-25
Redway, Khristopher (LDH) 06-06-24 06-30-25
Estrada, Juan (LDH) 06-06-24 06-30-25
Villasana, Andrea (JD) 12-03-24 06-30-25
Mitchell, Jazcidi (LDH) 12-03-24 06-30-25
Colson, Lewis (LDH)** 06-06-24 06-30-25
Smith, Zoey (CH) 06-06-24 06-30-25
Williams, Liv (LDH) 06-06-24 06-30-25
Homna, Kayla (AR) 01-07-25 06-30-26
Macias, Lea (LDH) 01-07-25 06-30-26
Vacant (LDH) Alt. 1 06-30-26
Vacant (LDH) Alt. 2 06-30-26
Vacant (LDH) Alt. 3 06-30-26
Resident of the City of Carson and be at least 13, but not more than 18 years of age at the time of appointment.

Shall be a resident of the City of Carson or work in the City of Carson during their tenure on the Commission and shall be at least eighteen (18) years of age at the time of the member’s appointment.

Agenda Ready Report - August 5, 2025 7
II. BOARDS & COMMITTEES
[13] Measure C and Measure K Budget Oversight Committee Established by:

Membership: 5 members; 2 alternates
Qualification: Resident of the City of Carson.

Meetings: 2nd Tuesday, 6:30p.m. (Community Center)
Staff Liaison: William Jefferson, Director of Finance x1756 Support Staff: Vicki Hernandez, Senior Clerk x1744
Appointed Term Expires
Dorsey-Reeves, Vera (CH) 04-04-23 11-30-26
Cottrell-Fulbright, Lisa (AR) 05-06-25 11-30-26
Hunter, Cynthia (LDH) 04-04-23 11-30-26
Momoli, Nora (JD) 12-03-24 11-30-26
Hemphill, Dr. Afia (JH) 12-03-24 11-30-26
Vacant (LDH) Alt. 1 11-30-26
Bradley, Tina (LDH) Pending Alt. 2 06-17-25 11-30-26
[14] Mobilehome Park Rental Review Board*
Established by: Ordinance No. 79-485U, §4702; § 607 of the City Charter Membership:

Qualification:

Meetings: 2nd and 4th Wednesday, 6:30 p.m. (City Council Chambers) Staff Liaison: Tara Matthew, Interim Housing Program Manager x1708 Support Staff: Sandy Solis, Division Secretary x1325
Appointed Term Expires
Vacant (JH) At-large 11-30-26
Valdez, Daniel (JD) At-large 12-03-24 11-30-26
Vacant (AR) At-large 11-30-26
Clark Harris, Dr. Alice (LDH) 04-04-23 11-30-26
Muhammad, Nafis (LDH) 04-04-23 11-30-26
Perez, Karey (LDH) 04-04-23 11-30-26
Hayes, Phyllis (LDH) 04-04-23 11-30-26
Dzikowski, Barbara (LDH) Park owner 04-04-23 11-30-26
Forbath, Susy (LDH) Park owner 04-04-23 11-30-26
Horton, Maria (LDH) Park owner Alt. [1] 04-04-23 11-30-26 Kleege, Robert Bruce (LDH) Park owner Alt. [2] 03-04-25 11-30-26 Gonzalez, Leonor (LDH)** Resident homeowner 11-21-23 11-30-26 King, Tom (CH) Resident homeowner 01-17-23 11-30-26
Davis, William (LDH) Resident homeowner Alt. [1] 04-04-23 11-30-26 Richardson, Sheila (LDH) Resident homeowner Alt. [2] 08-06-24 11-30-26 See membership.
7 members (2 resident homeowners, 2 park owners, 3 at-large who are residents of the City and not homeowners, park owners, landlords, property managers or tenants in multifamily housing); 8 alternates (2 resident homeowners, 2 park owners, 4 at-large) Article VI, §602 of the City Charter: To be qualified for appointment, the member shall be a qualified elector of the City, shall be domiciled in the City for at least sixty (60) days immediately preceding their appointment, and shall continue to reside in the City for the duration of his or her tenure, unless otherwise provided by ordinance.

The mayor and each member of the city council may appoint one member to a position on each City board, committee or commission, and the remaining membership positions shall be appointed by the mayor and approved by a majority of the city council, including the three alternates.

At-large Alt. [1]
At-large Alt. [2]
At-large Alt. [3]
Ordinance No. 09-1423 (CMC §61119); Amended by Resolution No. 19-027; Amended by Resolution No. 21-030
At-large Alt. [4]
Agenda Ready Report - August 5, 2025 8
[15] Relocation Appeals Board
Established by: Ordinance No. 74-313 (CMC § 21004)
Membership: 9 members; 3 alternates
Qualification: Resident of the City of Carson.

Meetings: Only when necessary
Staff Liaison:

Support Staff: Sandy Solis, Economic Development Liaison x1325 Appointed Term Expires
Batucal, Dennis (LDH) 04-04-23 11-30-26
Evans, Linda (LDH) 04-04-23 11-30-26
Tate, Dorothy (LDH)** 01-23-24 11-30-26
Guray, Jr., Tancredo "Jun" (JD) 12-03-24 11-30-26
Witherspoon, Murphy (LDH) 01-07-25 11-30-26
Anson, Jr., Oscar (LDH) 01-23-24 11-30-26
Vacant (CH) 11-30-26
[Vacant] (JH) 11-30-26
Vacant (AR) 11-30-26
Vacant (LDH) Alt. 1 11-30-26
Morrison, Chris (LDH) Alt. 2 12-03-24 11-30-26
Vacant (LDH) Alt. 3 11-30-26
Saied Naaseh, Director of Community Development x1770
Agenda Ready Report - August 5, 2025 9
III. SPECIAL COMMITTEE
[16] General Plan Advisory Committee
Established by Minute Action 10-03-17; Amended by Resolution No. 19-029; Amended by Resolution No. 21-031 Membership: 7 members; 2 alternates
Meetings: Only when necessary
Staff Liaison: McKina Alexander, Senior Planner x1326
Support Staff: Planning Technician x1327
Appointed Term Expires
Mayor Lula Davis-Holmes (LDH) 04-04-23 11-30-26
Councilmember Jim Dear (JD) 12-03-24 11-30-26
Brimmer, Charlotte (LDH)** 04-04-23 11-30-26
Dudley-Kimble, Monica (CH) 04-04-23 11-30-26
Gonzalez, Leonor (AR) 04-04-23 11-30-26
Hamilton, Dr. John (JH) 04-04-23 11-30-26
Sheriff Department Representative (LDH) 04-04-23 11-30-26 Cottrell-Fulbright, Lisa (LDH) Alt. 1 04-04-23 11-30-26 Lott, Aminika (LDH) Alt. 2 04-04-23 11-30-26
IV. SPECIAL BOARD
[17] Carson Reclamation Joint Powers Authority (CRJPA)
Established by Resolution No. 15-01-CRJPA; Resolution No. 21-02-CRJPA Membership: 5 members
Meetings: 1st Monday, 4:00 p.m. (Helen Kawagoe Council Chambers) Staff Liaison: John Raymond, Executive Director x1773
Support Staff: Sylvia Rubio, Executive Assistant x1318
Appointed Term Expires
Authority Chair Lula Davis-Holmes 06-07-21 06-07-26
Vice Chair Cedric Hicks 06-07-21 06-07-26
Board Member Ray Aldridge, Jr. 01-26-21 01-26-26
Board Member Lillian Hopson 01-21-21 01-21-26
Board Member Dianne Thomas 01-21-21 01-21-26
Agenda Ready Report - August 5, 2025 10
V. COUNCIL SUB-COMMITTEES
[18] Bingo/Fireworks/Refuse Ad Hoc Committee
Established by Minute Order 04-02-19
Appointed
Mayor Davis-Holmes 12-03-24
Councilmember Rojas 12-03-24
[19] Community Development/Housing/Logistics & Transit Standing Committee Established by Minute Order 04-02-19
Appointed
Mayor Davis-Holmes 12-03-24
Mayor Pro Tempore Hicks, Sr. 12-03-24
[20] Dignity Health Sports Park/CSUDH/Community Center Standing Committee Established by Minute Order 04-02-19
Appointed
Mayor Pro Tempore Hicks, Sr. 06-01-21
Councilmember Dr. Hilton 06-01-21
[21] Legislative Ad Hoc Committee
Established by Minute Order 02-16-21
Appointed
Mayor Pro Tempore Hicks, Sr. 12-03-24
Councilmember Dr. Hilton 12-03-24
[22] City Hall/Community Center Renovation Ad Hoc Committee Established by Minute Order 01-26-21
Appointed
Mayor Davis-Holmes 01-26-21
Councilmember Dr. Hilton 01-26-21
[23] Economic Development/E-Commerce Ad Hoc Committee
Establised by Minute Order 03-02-21
Appointed
Mayor Davis-Holmes 03-02-21
Mayor Pro Tempore Hicks, Sr. 03-02-21
[24] Conditional Use Permit Ad Hoc Committee
Established by Minute Order 04-05-22
Appointed
Mayor Davis-Holmes 04-05-22
Councilmember Dr. Hilton 04-05-22
Agenda Ready Report - August 5, 2025 11
[25] Housing Ad Hoc Committee
Established by Minute Order 03-16-21
Appointed
Councilmember Dr. Hilton 12-03-24
Councilmember Dr. HiltonMayor Pro Tempore Hicks, Sr. 12-03-24 [26] Diversity, Equity and Inclusion Ad Hoc Committee
Established by Minute Order 09-07-21
Appointed
Councilmember Dr. Hilton 09-07-21
Councilmember Rojas 03-01-22
[27] Standard Management Procedures and Special Events Ad Hoc Committee Established by Minute Order 01-04-22
Appointed
Mayor Davis-Holmes 01-04-22
Councilmember Dr. Hilton 01-04-22
[28] Cell 2 Settlement Ad Hoc Committee
Established by Minute Order 02-07-22 (Carson Reclamation Authority) Appointed
Mayor Davis-HolmesAuthority Chair Lula Davis-Holmes 02-07-22 Mayor Pro Tempore Dr. HiltonBoard Member Dianne Thomas 02-07-22 [29] School Safety Ad Hoc Committee
Established by Minute Order 12-03-24Established by Minute Order 02-15-22 Appointed
Councilmember Dr. Hilton 12-03-24
Councilmember Rojas 12-03-24
Captain Jones Norman 12-03-24
[30] Carson Finance and Audit Committee
Established by Minute Order 06-20-23
Appointed
Mayor Davis-Holmes 06-20-23
Councilmember Rojas 06-20-23
Mayor Pro Tempore Hicks, Sr. 02-18-24
[31] Short-Term Rentals Ad Hoc Committee
Established by Minute Order 03-02-21
Established by Minute Order 10-03-23
Appointed
Mayor Davis-Holmes 10-03-23
Councilmember Dr. Hilton 10-03-23
[32] Special Event Ad Hoc Committee
Established by Minute Order 06-06-24
Appointed
Mayor Davis-Holmes 06-06-24
Councilmember Dr. Hilton 06-06-24
[33] LA '28 Olympics Ad Hoc Committee
Established by Minute Order 07-16-24
Appointed
Mayor Davis-Holmes 07-16-24
Agenda Ready Report - August 5, 2025 12
Councilmember Dr. Hilton 07-16-24
[34] Refinery Ad Hoc Committee
Established by Minute Order 12-03-24
Appointed
Mayor Davis-Holmes 12-03-24
Mayor Pro Tempore Hicks, Sr. 12-03-24
[35] Grocery Store Ad Hoc Committee
Established by Minute Order 06-18-24
Appointed
Councilmember Dr. Hilton Member 06-18-24
Mayor Pro Tempore Hicks, Sr. Member 06-18-24
[36] Gil Smith Memorial Ad Hoc Committee
Established by Minute Order 01-07-25
Appointed
Mayor Davis-Holmes 01-07-25
Councilmember Dr. Hilton 01-07-25
VI. CITY AFFILIATED ORGANIZATIONS
[37] California Contract Cities Association
Appointed
Mayor Pro Tempore Hicks, Sr. Delegate 12-03-24
Mayor Davis-Holmes Alt. 12-03-24
[38]
Appointed
Mayor Pro Tempore Hicks, Sr. Delegate 11-15-22
Councilmember Rojas Alt. 1 12-03-24
Staff Member Reata Kulcsar Alt. 2 11-15-22
[39] County of Los Angeles Public Library Commission
Appointed
Mayor Davis-Holmes Delegate 12-03-24
[40]
Appointed
Mayor Davis-Holmes Delegate 01-26-21
Councilmember Dr. Hilton Alternate 12-03-24
Ord. No. 17-1633; LACCE Joint Powers Agreement (Authority) Clean Power Alliance
Automatic designation of Mayor as Delegate per Health and Safety Code Section 4730. City Council as governing body, must select an alternate to act in place of presiding officer (Mayor) in absence, inability, or refusal to act.

County Sanitation Districts of Los Angeles (Dist. No. 8)* Agenda Ready Report - August 5, 2025 13
[41]
Appointed Term Expires
Councilmember Dear Delegate 01-26-21 01-05-26
(effective 01-03-22)
The District’s governing power is vested in its 35 members of the Board of Trustees. One trustee is appointed by each of the 34 cities and the County Board of Supervisors appoints one to represent unincorporated areas of Los Angeles County.

To be appointed, the member must reside in and be a resident voter of the representative city (or county for county member) in the District. Board member duties and responsibilities include setting policy, establishing the budget, approving expenditures, and retaining legal counsel. The vector Trustee appointment and term are governed by the State Health and Safety Code and begin and end on the first Monday in January. Additionally, the State Health and Safety Code does not allow for alternate members to be appointed.

Greater Los Angeles County Vector Control District (Formerly SE Mosquito Abatement)* Agenda Ready Report - August 5, 2025 14
[42] L.A. County City Selection Committee
Appointed
Mayor Davis-Holmes Delegate 01-26-21
Councilmember Dr. Hilton Alt. 01-23-24
[43] League of California Cities
Appointed
Councilmember Rojas Delegate 03-01-22
Councilmember Dr. Hilton Alt. 1 01-26-21
Mayor Davis-Holmes Alt. 2 12-03-24
[44] League of California Cities (Los Angeles Co. Division) Appointed
Councilmember Dr. Hilton Delegate 12-03-24
Councilmember Rojas Alt. 1 01-26-21
Mayor Davis-Holmes Alt. 2 12-03-24
Per Government Code Section 50270, the membership of each such City Selection Committee shall consist of the Mayor of each city within the county. Members of the LA County City Selection Committee include the Mayor of each city within Los Angeles County. Each city appoints an elected official as a delegate to the City Selection Committee; it usually is the Mayor. The term of office for each Member of the LA County City Selection Committee coincides with City Mayor terms, and the Committee meets three or four times a year, at the call of the Chairman. Their duties are to appoint City representatives to such Boards, Commissions and Agencies as may be required by law, i.e., LAFCO, South Coast Air Quality Management District, Los Angeles County Metropolitan Transportation Authority, Los Angeles County Hazardous Waste Management Advisory Committee; and to nominate for appointment Members to the California Coastal Commission. Nominations for the City Selection Committee appointees to the MTA are made by the Sector Subcommittees for the Sectors whose representatives’ terms are expiring. The cities assigned to one of the four regions in Los Angeles County. Nominations for the City Selection Committee appointees to the MTA are made by the Sector Subcommittees for the Sectors whose representatives’ terms are expiring. The cities assigned to one of the four regions in Los Angeles County (North County/San Fernando Valley, San Gabriel Valley, Southeast Long Beach and Southwest Corridor) shall meet as a Sector Subcommittee. Each candidate with a majority weighted vote will then be nominated from that Sector for consideration for appointment to the MTA.

Agenda Ready Report - August 5, 2025 15
[45] National League of Cities
Appointed
Mayor Pro Tempore Hicks, Sr. Delegate 01-26-21
Councilmember Rojas Alt. 1 12-03-24
Councilmember Dr. Hilton Alt. 2 12-03-24
[46] South Bay Cities Council of Govts (Joint Powers Authority) Appointed
Mayor Pro Tempore Hicks, Sr. Delegate 01-26-21
Mayor Davis-Holmes Alt. 12-03-24
[47] South Bay Workforce Investment Board
Appointed Term Expires
Ted Cordova Member 06-18-24 06-30-28
Jeffrey Jennison Member 06-18-24 06-30-28
Janice Jimenez Member 07-01-21 06-30-25
Tamala Lewis Member 07-01-19 06-30-23
Tami Lorenzen-Fanselow Member 07-01-19 06-30-23
[48] Southern California Association of Governments (SCAG) Appointed
Councilmember Dr. Hilton Delegate 01-26-21
Mayor Davis-Holmes Alt. 1 01-26-21
Councilmember Rojas Alt. 2 12-03-24
[49] U.S. Conference of Mayors
Appointed
Mayor Davis-Holmes Delegate 01-26-21
Councilmember Rojas Alt. 1 03-01-22
Mayor Pro Tempore Hicks, Sr. Alt. 2 01-26-21
[50] West Basin Water Association
Appointed
Mayor Davis-Holmes Delegate 12-03-24
Mayor Pro Tempore Hicks, Sr. Alt. 01-26-21
Agenda Ready Report - August 5, 2025 16
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, August 5, 2025, 5:00 PM
ORDINANCE SECOND READING 25. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Business License Revenue Subject: CONSIDER SECOND READING AND ADOPTION OF ORDINANCE NO. 25-2509, "ANORDINANCE OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING SECTION 6383(REVOCATION – SUSPENSION - GROUNDS) OF PART 4 (PERMIT PROCEDURE), AND SECTION 63134.1(SAME - ELIGIBILITY) AND SECTION 63134.3 (SAME – PERFORMANCE STANDARDS) OF PART 5(BUSINESSES, PROFESSIONS, TRADES AND OCCUPATIONS REQUIRING A PERMIT) OF CHAPTER 3(BUSINESS, PROFESSIONS AND TRADES) OF THE CARSON MUNICIPAL CODE TO EXPRESSLY INCLUDETHE CITY’S RIGHT TO REVOKE OR SUSPEND BUSINESS LICENSES WHERE CRIMINAL INVESTIGATIONSYIELD EVIDENCE OF VIOLATIONS OF LAW" (CITY COUNCIL) I. SUMMARY
On July 15, 2025, under No. 23 of the City Council Agenda, the City Council voted 3-0 to introduce Ordinance No.25-2509. This item transmits a request for the City Council to conduct a Second Reading and adopt Ordinance No.25-2509.

II. RECOMMENDATION
CONDUCT a Second Reading by title only and with reading waived, and ADOPT, Ordinance No. 25-2509, entitled "CONSIDER INTRODUCTION AND FIRST READING, BY TITLE ONLY OF ORDINANCE NO. 25-2509, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING SECTION 6383 (REVOCATION – SUSPENSION - GROUNDS) OF PART 4 (PERMIT PROCEDURE), AND SECTION 63134.1 (SAME - ELIGIBILITY) AND SECTION 63134.3 (SAME – PERFORMANCE STANDARDS) OF PART 5 (BUSINESSES, PROFESSIONS, TRADES AND OCCUPATIONS REQUIRING A PERMIT) OF CHAPTER 3 (BUSINESS, PROFESSIONS AND TRADES) OF THE CARSON MUNICIPAL CODE TO EXPRESSLY INCLUDE THE CITY’S RIGHT TO REVOKE OR SUSPEND BUSINESS LICENSES WHERE CRIMINAL INVESTIGATIONS YIELD EVIDENCE OF VIOLATIONS OF LAW".

III. ALTERNATIVES
TAKE another action the City Council deems appropriate, consistent with the requirements of the law IV. BACKGROUND
At the July 15, 2025, Council Meeting, the City of Carson introduced Ordinance 25-2509, amending the City of Carson’s existing business licensing regulations authorize the City to revoke or suspend business licenses for multiple different reasons, a few examples of which follow: (a) where permittee has violated any terms or provisions of City's permit, any provisions of the Carson Municipal Code, or any other ordinance or statute relating to the permitted activity, (b) where permittee has violated any rule or regulation adopted by any governmental agency related to the licensee’s business, or (c) where the permittee has knowingly made any false, misleading or fraudulent statement of a material fact in the application for a permit, or in any report or record required to be filed with any governmental agency.

City staff now seeks to expand the City’s authority to revoke or suspend City business licenses to include circumstances when a criminal investigation uncovers credible evidence that a permittee has violated any applicable laws or regulations enforced by government agencies with jurisdiction over the business. Additionally, the City’s business licensing regulations do not require massage technicians to submit California Massage Therapy Council (“CMTAC”) certificates for permits, though CMTAC renews certificates every two years with background checks. Implementation of a process involving review and confirmation of a valid CMTAC certificate through adoption of Ordinance No. 25-2509 will help ensure massage technician compliance with applicable laws. Finally, Ordinance No. 25-2509 will remove vague and ambiguous provisions from the Municipal Code that existed at least as far back as 1976, which currently allow City to revoke or suspend licenses based thereon. The reason for their removal is that the language is overly vague and therefore, likely not legally valid or enforceable by the City.

V. FISCAL IMPACT
There is no fiscal impact associated with the adoption of this Ordinance.

VI. EXHIBITS

1. Ordinance No. 25-2509

Attachments
Ordinance No. 25-2509.pdf
01007.0007 2008294.3 6/10/2025
ORDINANCE NO. 25-2509

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDI NG SECTION 6383 ( REVOCATION –
SUSPENSION - GROUNDS) OF PART 4 ( PERMIT PROCEDURE ), AND SECTION 63134.1 (SAME - ELIGIBILITY) AND SECTION 63134.3 (SAME – PERFORMANCE STANDARDS ) OF PART 5 ( BUSINESSES,

PROFESSIONS, TRADES AND OCCUPATIONS REQUIRING A PERMIT) OF CHAPTER 3 (BUSINESS, PROFESSIONS AND TRADES ) OF THE CARSON MUNICIPAL CODE TO EXPRESSLY INCLUDE THE CITY’S

RIGHT TO REVOKE OR SUSPEND BUSINESS LICENSES WHERE

CRIMINAL INVESTIGATIONS YIELD EVIDENCE OF VIOLATIONS OF LAW

WHEREAS, the City of Carson (“City”) staff seeks to expand the City’s authority to revoke or suspend City business licenses to include circumstances when a criminal investigation uncovers credible evidence that a permit tee has violated any applicable laws or regulations enforced by government agencies with jurisdiction over the business, and also remove existing regulations that currently allow City to revoke or suspend businesses licenses based on language that is vague, ambiguous, unclear and possibly unlawful; and

WHEREAS, the City’s business licensing regulations do not require massage technicians to submit California Massage Therapy Council (“CMTAC”) certificates for permits, though CMTAC renews certificates every two years with background checks; and

WHEREAS, implementation of a process involving review and confirmation of a valid CMTAC certificate will help ensure massage technician compliance with applicable laws; and

WHEREAS, the City Council now sees fit to adopt this Ordinance that will give the City authority to review compliance status and require a valid certificate for massage technicians and revoke or deny business licenses based on credible evidence found from a criminal investigation.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA DOES ORDAIN AS FOLLOWS:

SECTION 1. RECITALS. The foregoing recitals are true and correct, and are incorporated herein by this reference.

SECTION 2. CEQA. This Ordinance has been reviewed by the City Council with respect to applicability of the California Environmental Quality Act ( “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Ordinance is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines Section 15378, because City has determined, in its discretion and based on substantial evidence, that this Ordinance concerns organizational or administrative activities and presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

01007.0007 2008294.3 6/10/2025
SECTION 3. AMENDMENT . Section 6383 (Revocation – Suspension - Grounds) o f Part 4 (Permit Procedure), and Section 63134.1 (Same - Eligibility) and Section 63134.3 (Same – Performance Standards) of Part 5 (Businesses, Professions, Trades a nd Occupations Requiring a Permit) of Chapter 3 (Business, Professions and Trades) of the Carson Municipal Code are hereby amended to read in their entirety as follows:

“6383 Revocation – Suspension – Grounds.

Any permit issued under the terms of this Part may be revoked or suspended at any time thereafter by the Finance Director in the following instances:

(a) Where the permittee has violated any terms or provisions of said permit, any provisions of the Carson Municipal Code, or any other ordinance or statute relating to the permitted activity;

(b) Where the permittee has knowingly made any false, misleading or fraudulent statement of a material fact in the application for a permit, or in any report or record required to be filed with any governmental agency;

(c) Where the permittee has been convicted of a felony or any crime involving theft or, embezzlement or moral turpitude;

(d) Where the permittee has committed any act constituting dishonesty or fraud;

(e) ReservedWhere the permittee has demonstrated a bad moral character, intemperate habits, or a bad reputation for truth, honesty or integrity;

(f) Where the permittee has committed any unlawful, false, fraudulent deception or dangerous act while conducting a licensed business;

(g) Where the permittee has published, uttered or disseminated any false, deceptive or misleading statements or advertisements in connection with the operation of a licensed business;

(h) Where the permittee has violated any rule or regulation adopted by any governmental agency related to the licensee’s business;

(i) Where the permittee willfully fails to comply with the terms of any contract made as a part of the exercise of the licensed business;

(j) Where the permittee has conducted the licensed business in a manner contrary to the peace, health, safety and the general welfare of the public;

(k) Reserved; and Where the permittee has demonstrated that he is unfit to be trusted with the privileges granted by the permit and license. (Ord. 71-162; Ord. 76-389, § 1) 01007.0007 2008294.3 6/10/2025

(l) Where there is a criminal investigation that uncovers evidence that the permittee has violated any laws or regulations enforced by any government agency that has jurisdiction over the business.”

“63134.1 Same Eligibility.

(a) Notwithstanding any other provision of this Chapter, no person who has engaged in disqualifying conduct shall be eligible for a permit to operate a massage parlor.

1. Massage parlors shall have their permits reviewed annually, and annual background checks may be conducted as part of the review process.

(b) For purposes of this Section and CMC 63135.2, “person who has engaged in disqualifying conduct” means a person who has done any of the following within five (5) years of the date of the permit application:

1. Has been convicted in a court of competent jurisdiction of, or pleaded nolo contendere to, any the following:

a. A misdemeanor or felony offense that relates directly to the operation of a massage parlor.

b. A felony whose commission occurred on the premises of a massage parlor.

c. A violation of California Penal Code Sections 266h, 266i, 314, 315, 316, 318, 647(a) or 647(b).

d. A felony offense involving the sale of a controlled substance specified in California Health and Safety Code Sections 11054, 11055, 11056, 11057, or 11058.

e. Conspiracy or attempt to commit any of the aforesaid offenses.

f. An offense in a jurisdiction outside the State of California that is substantially the equivalent of any of the aforesaid offenses.

2. Has been found guilty of, or has pleaded guilty or nolo contendere to, any lesser-included offense of any of the aforesaid offenses.

3. Has been required to register under the provisions of California Penal Code Section 290.

01007.0007 2008294.3 6/10/2025

4. Has been subjected to a permanent injunction against the conducting or maintaining of a nuisance pursuant to California Penal Code Sections 11225 through 11235 or any similar provisions of law in a jurisdiction outside the State of California.

5. Has had denied, suspended or revoked any massage -related permit or license issued by any other public agency that regulates massage parlors or massage technicians. (Ord. 71-183, § 3; Ord. 98-1151U, § 3; Ord. 98-1151, § 3)”

“63134.3 Same – Performance Standards

Massage parlors shall be operated in compliance with the following standards:

(a) Every massage technician employed or utilized on the premises shall have a valid California Massage Therapy Council or CMTAC certificate permit.

(b) Arrangements for massage services to be administered shall be made within the room containing the posted schedule of services.

(c) No services shall be performed other than the administration of massage services listed on the posted schedule of services.

(d) No sums shall be charged other than those listed on the posted schedule of services.

(e) Employees and massage technicians shall not advise, suggest, or otherwise indicate to a patron the availability of any service that is not listed on the posted schedule of services.

(f) Massage technicians shall not perform any service for a patron that such patron did not request within the room containing the posted schedule of services.

(g) A clean sheet or other effective sanitary covering shall be placed over any surface upon which a patron lies during the administration of massage services. Such sheet or covering shall be deposited in the “soiled linen” cabinet at the conclusion of any service.

(h) Clean and sanitary towels, sheets, and linens shall be provided in sufficient quantity. Towels, sheets, and linens shall not be used by more than one (1) person without having first been laundered. Heavy white paper may be substituted for sheets provided that such paper is used once for each person and then discarded into a sanitary receptacle.

(i) Walls, ceilings, floors, pools, showers, bathtubs, steam rooms, appliances, apparatuses, and other physical facilities shall be in good repair and shall be maintained in a clean and sanitary condition.

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(j) Wet and dry heat rooms, steam and vapor rooms, steam and vapor cabinets, shower compartments, and bathrooms shall be thoroughly cleaned and disinfected each day the business is in operation.

(k) Bathtubs shall be thoroughly cleaned and disinfected after each use.

(l) Instruments used in administering massage services shall be disinfected and sterilized after each use.