Agenda packet — Carson City Council, November 5, 2025 (part 2 of 3)

Name Description Status
acre site that will help augment Edison during power
shortages
16 Chris Barker 605 W. 228th St. Proposed closure of existing Ocean Villa mobile home park
PAR considered withdrawn (inactive)
17 Carson TH 18101 Avalon Blvd. Existing: Religious institution.

Proposed: A 30-unit condominium development
Under Review
18 Maupin Development 215 W. Carson Street. Existing: 64,500 SF (4 lots), comprised of 3 single-family homes, storage sheds
and an unpaved empty lot. Proposed: 35 Townhomes
– two floors over parking; 29 units/3 bedrooms; 6
units/2 bedrooms with common and private open
space
Approved. Applicant working with
Engineering to schedule Final Map to CC
19 Anastasi Development 336 E. Carson Street. Existing: 90,000 SF (lot), formerly a collection of automotive repair businesses
within two multi-tenant buildings measuring a total
of 40,000 SF. Proposed: 50 Townhomes – two floors
over parking; all 3 bedrooms/2 baths with common
and private opens space
Approved. Applicant working with
Engineering to schedule Final Map to CC
20 Trophy

VPC, LLC
Mural installation at FAB Automotive Approved by Planning Commission, Appealed by Councilmember Dear
tentatively scheduled for October 18th.

City Council approved Mural #2 and
requested staff to process a
comprehensive sign code amendment
21 Infinity CF, LLC 23820 Avalon Blvd. Existing: Former Scottsdale Discount Center building. Proposed: Two lot
subdivision with a proposed Starbucks on one parcel
and a carwash on the other
Starbucks constructed, carwash under
construction
22 PAR 1675-22 21135 ½ Bolsa, Eight (individual) single-family residences (SFR) each with a detached accessory
dwelling unit (ADU)
Pre-application Review is complete.
23 Vinfast 2009 East 223rd St. Vinfast electric car showroom, service center, and car storage for delivery to
customers
Will be vacating the site (business
decision) Vinfast has submitted a letter
to the City stating they will be vacating
the site by end of June 2025. 07/29/25
staff conducted a site visit, confirmed
unoccupied, and noted the property is
for sale.
24 SyWest 20100 Figueroa St. Specific Plan, General Plan Amendment, Development Agreement, DOR for
development of a big box user and associated retail
Under Review
The preparation of the Specific Plan and
technical studies for the DEIR are
underway
25 Arris Studio Architects 888 E. Dominguez St. Existing: Vacant restaurant.

Proposed: Marriot TownePlace Suites Hotel and new
bar/lounge, (111 key)
In Plan Check. Related Tentative Parcel
Map submitted so that the new hotel
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Name Description Status
and the existing motel will be sited on
their own property
26 Target 20700 Avalon Blvd. Drive-up spaces Approved. Awaiting plan check submittal
27 Air Products 23300 Alameda St. Hydrogen Pipeline Approved 28 Birch Specific Plan 21809-21811 S. Figueroa St. Existing: Residential structures. Proposed: 4-story, 32-unit condominium
development with public seating & public art
Partially constructed and going through
ownership change. Construction
expected to restart mid-2025
29 Argo Warehouse 439 W. Gardena Blvd. Existing: Vacant lot. Proposed:

New 3,754 SF warehouse
Under Construction
30 Mobile Mini 22632 S. Alameda St. Construction of a cargo container storage facility that will consist of three
modular office units and a maintenance canopy
structure on a 14-acre site
Approved. Awaiting Landscaping Plans
to finalize conditions of approval
31 Air Products 23000 Alameda St. Existing: Industrial gas supplier.

Proposed: Construct a new 2,626 SF modular bldg.
with parking lot at the existing facility
Approved. In Plan Check
32 Live Wire EV dealership 20507 Belshaw Ave. EV Motorcycle Dealership (Live Wire)
Approved. Operating
33 Petroleum Tanks 2365 E. Sepulveda Blvd. Installation of two petroleum tanks at an existing tank farm. Capacity
increasing from 22 to 24 storage tanks
Under Construction
34 AT&T Monopine Foisia
Park
23410 Catskill Ave. Wireless Communication
antenna
Under Review. Awaiting plan submittal
35 Hyundai Dealership 2201 E. 223rd St. Existing: Car dealership. Proposed:

New Service Building
Under Construction
36 Grace Orthodox
Presbyterian Church
22511 Figueroa, A request for approval of a
Tentative Parcel Map to subdivide a 1.59-acre parcel
into two parcels
Approved
37 South Bay Fleet
Specialist
17126 S. Broadway St. Conditional Use Permit to
operate an auto body and paint shop including a
paint spray booth located inside the existing
building.

Approved. Monitoring completion of
conditions of approval
38 ASPCA Animal Clinic 16300 Figueroa St. Existing: Vacant occupancy.

Proposed: Animal Clinic development on an
industrial site
Under Construction
39 PowerPlay Pickleball 19401 S. Main St. Existing: Industrial building.

Proposed: Redevelop site with a pickleball facility.

This is a three-phased project. Interior tenant
improvement: Indoor court and commercial areas
(Phase 1), clubhouse (Phase 2) and outdoor courts
(Phases 3). Commercial (10,264 SF) and court area
(30,663 SF)
Phase 1:

Phase 1: Ten (10) Indoor Courts
Status: Built
Commercial (10,264 SF) consists of
office, retail, employee areas, podcast
studio, athlete recovery rooms, and
seating area for juice bar portion
Status: Under Construction
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Name Description Status
Ten (10) Indoor Courts
Status: Built
Commercial (10,264 SF) consists of office, retail,
employee areas, podcast studio, athlete recovery
rooms, and seating area for juice bar portion
Status: Under construction
Phase 2:
6,878 SF Clubhouse includes a restaurant
Status: Approved
Phase 3:

Twenty-one (21) Outdoor Courts
Status: Under Review
A temporary certificate of occupancy
(TCO) was issued while awaiting
completion of the second-floor space.

Phase 2: 6,878 SF Clubhouse includes a
restaurant has been approved by
Planning for obtaining permits.

Phase 3:

Twenty-one (21) Outdoor Courts
Status: Approved
40 16325 -16407 S MAIN
ST
Renovate an existing 159,373 SF industrial building
on a 5.88-acre site including removing approx. 6,503
SF of existing office/mezzanine/warehouse space,
exterior building facade improvement, interior
tenant improvement and site and landscaping
improvements. After renovation the new building
footprint will reduced to approx.138,616 SF. The
project also includes a lot line adjustment of the
parcels
Approved
41 KB Home 427 E. 220th St. Willow (formerly Cambria Ct.) Existing: Residential structures. Proposed: 35-unit
condominiums designed as 2-story detached homes
Under Construction – in final phase.

Construction should be complete by end
of October/early November
42 22511 Figueroa St. Specific Plan, DOR, Zone Change for 28-unit residential apartment development on a .69-acre lot
Under Review. Resubmittal pending
43 Carson Companies Northwest corner of University Dr. and Central Ave.

Existing: Vacant site. Proposal: 5-acre retail center
development with approx. 29,000 square feet of
retail shops, 11,300 square feet of restaurant space,
25,500 square foot Boys and Girls Club
Under Review
44 Shippers 1150 E. Sepulveda Blvd. Existing: 20AC lot in the Manufacturing Heavy, GP Heavy Industrial zone.

Proposed: Request approval for a conditional use
permit for truck parking, cargo container storage
yard, installation of (4) modular enclosures with 5
standard vehicle parking spaces
Under Review. Awaiting Applicant
Response
45 Dutch Brothers 20377 Avalon Blvd. Existing: Former Pizza Hut.

Proposed: 950 SF coffee business with drivethrough.

Approved. Condition of approval:

Awaiting Traffic Study. Demo/Grading in
Plan Check Building
46 Cal-Water 410 W Carson St. Updating and adding new
equipment at an existing Cal Water facility
Under Review. Awaiting plan submittal
47 McDonalds DriveThrough Preapplication
Review (PAR)
22309 Main St. Existing: Vacant Proposed: PAR
conceptual review of a 3,694 SF drive-through
restaurant
Pre-application Review completed
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Name Description Status
48 University Plaza Façade
Improvement
615 E University Ave. Existing: Multi-tenant
commercial center Proposed: Commercial façade
improvement of an existing retail plaza
Approved. Under Construction
49 Woojin Is. America Inc. 130 W. Victoria St. Existing: Industrial site. Admin DOR, tenant improvement (TI). Proposed:

Refurbishing facility that provides transit vehicle
assembly for Metro trains at an existing industrial
building site
Approved. In Plan Check with Building
and Safety
50 Haro Property 20715 Avalon Blvd. Existing: Multi-tenant office building with retail and restaurant; Proposed:

Hawaiian BBQ restaurant with drive through
Under Review, awaiting plan submittal
Possible withdrawal
51 Rain for Rent 400 & 436 W. Walnut St. Existing: A warehouse & office building. Proposed: Demolish the warehouse
and develop equipment rental yard (400) and retain
the office (436) building with site and landscape
improvements throughout both parcels (new
landscaping, pavement, construction of an 8-foottall perimeter wall, add a new driveway, interior tenant improvements to support the operation of
the equipment rental company)
Under Review
52 404 E. Carson St. 404 E. Carson St. Existing: Samoan Federation Building, Proposed: Three-story, podium style
mixed-use residential & commercial development
(rental). Three 2-bed/2-bath townhouse units, two
1-bed/1-bath flats, and four studio units totaling 9
units built over ground floor level 752 SF commercial
retail space and parking area on a 9,772 SF (0.22 AC)
lot
Under Review. Awaiting applicant
resubmittal
53 316 W. 214th St 316 W. 214th St., Existing: Single-family residence Proposed: 4 rental units
Under Review
54 SUR Auto Body 510 E. Alondra Blvd. Existing: Multi-tenant Warehouse 16,840 SF Proposed: Building 2 (approx.
7,200 SF), change use from warehouse to an auto
body repair business located on a 0.90 AC lot
Under Review
55 Crown Castle 21350 Alameda St. Existing: Wireless
communications facility (cell tower) Proposed:

Major modification to conditions request for
extended expiration date
Approved.
56 Porsche Engineering
U.S.
1154 Annalee Ln. Existing: Warehouse Proposed:

CUP for a Porsche Lithium Battery Evaluation Facility
Under Review
57 A Better Tomorrow 20630 Leapwood Ave., Unit F Existing: Multi-tenant Industrial Condo center. Proposed: Social Services
Office replacing former office use
Complete
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Name Description Status
58 KL Fenix 19204 Figueroa, Existing: Warehouse. Proposed:

New 83770 SF warehouse/office building with 6
dock doors replacing existing structures
Under Review
59 J&J Carson, LLC 100 Carson Mall, Existing: 1 parcel. Proposed:

Subdivide 1 parcel into 3 parcels
Under Review
60 ECM Management 18001 Main St. Proposed: New 60558 SF speculative warehouse building
Complete
61 Maupin Development 438 W. Carson St. Existing: Credit Union Bank; Proposed: Acquire a portion of the property to build
a 51-unit condo development with related site
improvements. The bank remains as located.

Approved
62 Manilla Sunrise
Restaurant
Existing: Restaurant Proposed: Kitchen addition Under Review 63 Hyundai / Chevrolet
Dealership Lot Split
2201 E. 223rd St. Proposed: Lot split. Division of a
single lot containing two existing new car
dealerships, Carson Hyundai and Carson Chevrolet.

Under Review.
64 125 W. 219th Pl. Lot
Split
125 W. 219th Pl. Proposed: Lot Split of a single parcel between two single family residences
Approved. Next step: applicant to work
with Engineering Services for Final Map
65 Carson Plaza Sign
Program Modification
603 E. University Dr. Proposed: Sign Program
Modification
Under Review. Anticipate approval
66 Auto Collision/Repair 16200 Main Street. Existing Light Industrial Building, Proposed: Change use from
warehouse/manufacturing to auto collision/repair
Approved
67 Rexford Warehouse 1065 E Walnut St. PAR for Demolition of an existing 143,640 SF industrial building. Construction of a
new 135,760 SF industrial building with associated
loading, parking, and landscaping areas. New
building to include 127,760 SF of warehouse space
and 8,000 SF of ground floor / mezzanine office
space.

Under Review
68 2 Luv One Another 520 E Carson Plaza Ct Unit 104 Existing Multi-tenant Office Building. Proposed: social service center to
replace a former medical office
Complete
69 1443 E. Carson St 1443 E. Carson St. Proposed: Demo an existing house and construct a 13-unit multifamily
apartment and associated Tentative Parcel Map
(TPM)
Under Review. Awaiting Applicant
Response
70 20920 Jamison Ave. 20920 Jamison Ave. Existing: Single-family residence Proposed: Build two new single-family residences
Approved.
71 Papadakis Engineering 20909 S Brant Ave. Existing: Papadakis Racing + Engineering Division provides prototype Fuel Cell
System (testing); Proposed: CUP for storage of
Bottled Hydrogen on site for intermittent testing
process of new prototype Fuel Cell System (RSOC)
Withdrawn
72 Preapplication Review 1065 E. Walnut St., Existing: 143,640 SF warehouse; Proposed: Demolish the existing warehouse and
Under Review
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Name Description Status
construct a new 135,760 SF industrial building
(127,760 SF warehouse space and 8,000 SF ground
floor/mezzanine office space) with associated
loading, parking, and landscaping areas.
73 Preapplication Review 2320 Dominguez St. Existing: Proposed: “Dockzilla” Relocate and install new dock high modular building
(33,600 SF) including new foundations, building slab,
& necessary electrical, mechanical, and plumbing
Under Review
74 Tentative Parcel Map 850-888 E. Dominguez St. Existing: One lot containing a motel and vacant restaurant building
Proposed: Split one lot into two (Motel 6 and the
future TownePlace by Marriott located on separate
lots)
Approved
75 Target (South Carson) 651 W. Sepulveda Blvd. Existing: Target Proposed:

Façade improvement and remodel signage
Approved
76 United Oil Convenience
Store Remodel
22235 Figueroa St. Updated Façade, Interior
renovation, and exterior repairs/maintenance
In Review
77 2011 E Carson BESS 2011 E Carson St. Installation of new 368.64-Kilowatt BESS system.

In Review
78 Brownfield Grants
Awarded
Since 2022, City has been awarded five ECRG grants
for $1,426,000 and plus two EPA grants for
$1,500,000. Implementation is underway.

CSUDH / City kicked off the required
community engagement efforts to
tackle city-wide brownfield
redevelopment and promote
environmental health.

Sites being environmentally assessed
for redevelopment readiness:
• Carson Housing Authority (526 W.

Carson / 21704 S. Figueroa) - submitted
Phase II ESA Workplan for DTSC
approval.
• SyWest site - DTSC provided final
approval of the Supplemental Site
Investigation Workplan on 3/24.

Staff is working on setting up a city-wide
revolving loan fund (RLF) program with
EPA awards.
79 Brownfields (Grants
Submitted)
US EPA brownfields job training grant to assist
workers impacted closing refineries transition to
green jobs
Grant application submitted on 9/26
80 Brownfields (Grants
Under Review)
Transformative Climate Communities Evaluating funding under this program for Carson
81 Real Property
(Acquisition Grant)
Successfully was awarded $1.43 Million from LA
County Regional Park and Open Space District
(RPOSD)
Discussing next steps in the acquisition
process with the property owner
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Name Description Status
82 City of Carson Proposed Ordinance to satisfy HCD requirements to Certify the City’s Housing Element
Approved at the May 13th Planning
Commission and the June 3rd City
Council meeting. 2nd Reading approved
on June 17, 2025. June 18, 2025, the
signed Ordinance was provided to HCD.

On June 25, 2025, received HCD HE
certification letter.
83 City of Carson Carson 2040 General Plan Update, the Housing Element update will be presented to the Planning
Commission in January and to the City Council in
February to meet the state mandated deadlines
HCD informed the City the adopted
housing element meets the statutory
requirements of State Housing Element
Law. However, the housing element
cannot be found in full compliance until
the City has completed necessary
rezones to address the shortfall of sites
to accommodate the Regional Housing
Needs Allocation (RHNA). Staff worked
with HCD to make necessary revisions to
the City’s zoning code and obtained the
City’s Housing Element certification. The
implementation of the General Plan and
the Housing Element are ongoing
84 City of Carson Phase 1 Comprehensive Zoning Code Update to implement the General Plan.

NOTE: Phase 1 excludes the non-residential portions
of the code which will be prepared and presented
later as Phase 2
Approved by Planning Commission
and City Council
85 City of Carson Phase 2 Comprehensive Zoning Code Update to implement the General Plan.

NOTE: Phase 2 includes non-residential portions of
the code
In Progress
86 City of Carson Refining the Zoning Code - Amend Noise Ordinance and Noise Element for consistency purposes
Under Review. Expect to present to the
Planning Commission in August and the
Council in September 2025
87 City of Carson General Plan Amendment to request Safety Element Update in order recognizing the City of Carson Local
Hazard Mitigation Plan as approved by the California
Governor’s Office of Emergency Services (Cal OES)
and the Federal Emergency Management Agency
(FEMA) and to amend the safety element of the
general plan to incorporate the city's 2024 Local
Hazard Mitigation Plan in accordance with Assembly
Bill 2140
Approved.

On March 25, 2025, approved by the
Planning Commission; and approved by
the Council on April 1, 2025.

On June 17, 2025, the related GPA was
continued by the Council to September
2, 2025. Approved by Council on
September 2, 2025.
88 City of Carson Focused sign ordinance amendment proposing to update and clarify on-site, business signage-related
code sections.

On June 24, 2025, the Planning
Commission continued the item.

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Name Description Status
89 City of Carson Proposed amendment allowing administrative approval of tract and parcel maps for condominium
purposes (Subdivision Ordinance)
Presented to the Planning Commission
(PC) 2/25/25, PC approved
recommendation for City Council
adoption, Continued by City Council. On
June 17, 2025, Ordinance Second
Reading approved by City Council
90 City of Carson Zone Text Amendment to consider approving various amendments to the text of the City’s Zoning
Ordinance related to the Community Development
Director approval authority and requirements and
City Council review procedures
June 10, 2025, Planning Commission
recommended approval; Ordinances to
be presented to the City Council on July
1, 2025. Second Reading approved by
City Council
91 City of Carson Consider approval of Resolution regarding authority for certain Density Bonus applications to the City’s
Community Development Director with the
concurrence of the City Manager
June 10, 2025, Planning Commission
approved Resolution No. 2889 and
ratified adoption and execution of the
PC Resolution with the corrected title as
a Consent item on June 24, 2025.
92 City of Carson Prohibition of storage of hazardous materials Under Review, New buildings in industrial zone over 5,000 square feet
requiring a CUP is scheduled for April 5th
City Council meeting, continued off
calendar by City Council Subcommittee
has met with the business community
and has obtained their input
Approved by City Council. Staff has
notified over 2,000 business that maybe
effected by the ordinance that requires
submittal of an application for
Director’s Permit. Staff has received
applications from businesses. Next step
is to issue an RFP to hire an inspection
consultant. RFP prep complete, staff
working with City Attorney’s office
93 City of Carson Continued the development of the Carson Enhanced Infrastructure Financing District (EIFD)
The EIFD Board approved its FY 25-26
budget including authorizing $300,000
for Victoria Golf Course
predevelopment studies and plans.
94 City of Carson Short Term Rentals A subcommittee meeting was held, and Subcommittee provided direction to
staff. City Attorney’s office will be
drafting the ordinance
95 City of Carson Commercial Façade Program for retail centers Citywide
Six Funding Agreements were approved
in May 2024. Notable updates:
• MBC Travel - New sign
installation is complete.

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Name Description Status
• Victoria Park Plaza - Structural
plans for CJ Wings approved by
Building & Safety. Staff
prepared new renderings to
account for a larger budget.
• 302 E. Carson St – Planning
application is received.

Approval is pending.
• Two new applicants: Plaza 219th
& Avalon Blvd and Carson Plaza
at Carson St. near Vera St.

Council Façade Presentation Update
scheduled for 11/05/25
A New Façade Loan Program Under
Development
96 City of Carson Commercial Facade Improvement for corridor on East Carson between Harbor View and Santa Fe
Avenue
Architect has completed renderings for
the corridor. A community meeting was
held in May. Preparing to bid for work.

Once bids are received, total project
costs will be submitted to staff. A
budget request will be made to fully
fund the project at a future City Council
meeting.
97 City of Carson -
Comprehensive CD Fee
Study
Study to analyze various development-based fees
including Development Impact Fees, Community
Benefits, Inclusionary Housing, In-Lieu Fees,
Commercial & Industrial Linkage Fees, and
Community Facilities Districts or other Alternative
Funding Mechanisms.

Project kick-off in Spring 2025. Currently
in data gathering phase.

Scheduling departmental meetings to
assess long-term infrastructure needs of
each department. Council
Subcommittee and 1v1 proposed for
week of November 17.
98 City of Carson - Pipeline
Franchise Ordinance
Update and modernize the City’s Pipeline Franchise
Ordinance pipeline franchise ordinance to improve
compliance with existing regulations and update
rates, fees, insurance and other related
requirements.

A stakeholders meeting was held on
June 11, 2025, with franchisee.

Completed an update on the draft
Ordinance based on feedback received
and sent the draft to the franchisee for
final input. Anticipated adoption is
Ordinance January/February 2026.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 21.

To: Honorable Mayor and City Council
From: Dr. Khaleah K. Bradshaw, City Clerk CLERK Administration Subject: CONSIDER ADOPTION OF A RESOLUTION NO. 25-132 ACCEPTING CERTIFICATION BY THE CITY CLERK AS TO THE SUFFICIENCY OF THE INITIATIVE PETITION ENTITLED “A PROPOSED INITIATIVE

ORDINANCE TO AMEND THE CARSON MUNICIPAL CODE TO PERMIT THE SALE AND USE OF CERTAIN FIREWORKS WITHIN THE CITY OF CARSON” (CITY COUNCIL)
I. SUMMARY
The Los Angeles County Registrar-Recorder/County Clerk, Election and Document Processing Services, Data Entry and Signature Verification Department, completed the signature verification submitted to them on September 22, 2025, for A Proposed Initiative Ordinance to Amend the Carson Municipal Code to Permit the Sale and Use of Certain Fireworks Within the City of Carson. The results are shown on the attached certificate provided by Los Angeles County. Based on the results, the City Clerk has issued a Certificate of Sufficiency of the Petition, which is now being presented to the City Council as certification of the results of the examination, as required by the California Elections Code.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution 25-132, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARSON, CALIFORNIA, ACCEPTING CERTIFICATION BY THE CITY CLERK AS TO THE SUFFICIENCY OF THE INITIATIVE PETITION ENTITLED “A PROPOSED INITIATIVE ORDINANCE TO AMEND THE CARSON MUNICIPAL CODE TO PERMIT THE SALE AND USE OF CERTAIN FIREWORKS WITHIN THE CITY OF CARSON” III. ALTERNATIVES
None. State law provides that if the elections official finds the petition sufficient, the elections official must certify the results of the examination to the City Council at its next regular meeting. (Elections Code §§ 9211) IV. BACKGROUND
On March 18, 2025, the City Council adopted Ordinance No. 25-2507, which amended the Carson Municipal Code to prohibit the sale, use, and discharge of "safe and sane" fireworks in the City of Carson. Previously, the sale of "safe and sane" fireworks from temporary stands was allowed, subject to issuance of a permit, and use and discharge of such fireworks was allowed during specified days and times around the Fourth of July season.

On April 28, 2025, the City Clerk's office received proper documents to propose an initiative ordinance to amend the Carson Municipal Code to permit the sale and use of certain fireworks within the City. Upon conducting a prima facie review of the initiative pursuant to Elections Code § 9210, the City Clerk forwarded the signatures to the Los Angeles County Registrar-Recorder/County Clerk for signature verification on September 22, 2025. The results of the signature verification are as follows:

Number of signatures filed: 9,495
Number of signatures verified: 9,495
Number of signatures found sufficient: 7,200
Number of signatures found not sufficient: 2,295
Pursuant to California Elections Code Sections 9211 and 9215, the required number of valid signatures for an initiative petition to be certified as sufficient to qualify for submittal to the voters at a municipal election is not less than 10 percent of registered voters of the City, as last reported by the county elections official to the Secretary of State at the time the Notice of Intent was published. It was determined that the number of registered voters of the City as last reported by the Los Angeles County Registrar-Recorder in its last official Statement of Registration to the Secretary of State at the time the Notice of Intent to Circulate an Initiative Petition was published was 64,047 registered voters, as of April 28, 2025. (Elections Code § 2187.) Therefore 6,405 (10%) valid signatures are required to certify the initiative petition as sufficient. The Los Angeles County Registrar-Recorder verification found 7,200 valid signatures (Exhibit No. 2). The City Clerk/Election Official, subsequent to review of the findings by the Los Angeles County Registrar-Recorder, has found the number of signatures to be sufficient, with 7,200 valid signatures, and has therefore issued the Certificate of Sufficiency as required by the Elections Code (Exhibit No. 4).

V. FISCAL IMPACT
NONE.

VI. EXHIBITS

1. Initiative Petition

2. LA County Registrar-Recorder/County Clerk Signature Verification Certificate

3. Resolution No. 25-132

4. Certificate of Sufficiency of Local Initiative Petition (attached as Exhibit A to Resolution No. 25-132) Attachments
Initiative Petition.pdf
LA County Registrar-Recorder_County Clerk Signature Verification Certificate.pdf Resolution 25-132.pdf
Certificate of Sufficiency of Local Initiative Petition.pdf

Please call Tiffany Olsen, Head, Data Entry and Signature Verification at (562) 462-2376 if you have any questions regarding the signature verification of this petition.
9,495
9,495
7,200
2,295
The results of the signature verification are as follows:

Number of signatures filed
Number of signatures verified
Number of signatures found sufficient
Number of signatures found not sufficient
October 10, 2025
Khaleah K. Bradshaw, City Clerk
City of Carson
701 East Carson Street
Carson, California 90745
Dear Khaleah Bradshaw:

We have completed the signature verification submitted on September 22, 2025, for A Proposed Initiative Ordinance to Amend the Carson Municipal Code to Permit the Sale and Use of Certain Fireworks Within the City of Carson.

RESOLUTION NO. 25-132

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

CALIFORNIA, ACCEPTING CERTIFICATION BY THE CITY CLERK AS TO THE SUFFICIENCY OF THE INITIATIVE PETITION ENTITLED “A

PROPOSED INITIATIVE ORDINANCE TO AMEND THE CARSON

MUNICIPAL CODE TO PERMIT THE SALE AND USE OF CERTAIN
FIREWORKS WITHIN THE CITY OF CARSON”
WHEREAS, on April 28, 2025, proponents of an initiative petition entitled “A Proposed Initiative Ordinance To Amend The Carson Municipal Code To Permit The Sale And Use Of Certain Fireworks Within The City Of Carson” (the “Petition”) submitted a Notice of Intent to Circulate an Initiative Petition (“Notice of Intent”) to the City Clerk; and WHEREAS, pursuant to Section 9203 of the California Elections Code, the City Clerk, as the local elections official, immediately transmitted a copy of the proposed measure to the City Attorney for preparation of a ballot title and summary, as required by Elections Code Section 9203; and
WHEREAS, the City Attorney prepared a ballot title for and summary of the proposed measure (“Ballot Title and Summary”) for use by the proponents on the Petition, as required by Elections Code Section 9203; and
WHEREAS, the Petition setting forth the Notice of Intent, Ballot Title and Summary and the text of the measure was thereafter circulated within the City of Carson by the proponents; and WHEREAS, the Los Angeles County Registrar’s last official Statement of Registration to the Secretary of State pursuant to Elections Code sections 9215 and 2187, at the time the Notice of Intent was published, was 64,047 registered voters for the City of Carson; and WHEREAS, it was determined by the City Clerk that the Petition would require signatures amounting to at least 6,405 (10%) of registered voters to qualify for a municipal election; and WHEREAS, the Petition was considered officially filed on September 18, 2025, after a prima facie review was conducted by the City Clerk pursuant to Election Code section 9210, and the Petition was then submitted to the Los Angeles County Registrar-Recorder/County Clerk on September 22, 2025, for signature verification; and
WHEREAS, the findings of the signature verification conducted by the Los Angeles County Registrar-Recorder/County Clerk established that 9,495 signatures were filed, 9,495 signatures were verified, 2,295 signatures were found not sufficient, and 7,200 signatures were found sufficient; and
WHEREAS, upon review of the findings, the City Clerk has determined that 7,200 valid signatures were submitted on the Petition, which exceeds the required number of 6,405, and has accordingly issued a Certificate of Sufficiency of the Petition, which is attached hereto as Exhibit A, and has presented said Certificate of Sufficiency to the City Council as certification of the results of the examination, pursuant to Elections Code Section 9211; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The recitals above are true and correct and are incorporated herein by this reference.

SECTION 2. The City Council hereby accepts the Certification of Sufficiency of the Petition, attached hereto as Exhibit “A” to this Resolution.

SECTION 3. 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 4. The City Clerk shall certify to the adoption of this Resolution and enter it into the book of original Resolutions.

SECTION 5. This Resolution shall take effect immediately upon its adoption. [signatures on the following page]
PASSED, APPROVED AND ADOPTED by the City Council of the City of Carson, California, at a regular meeting held on the 5th day of November, 2025. _______________________________
Lula Davis-Holmes, Mayor
ATTEST:
_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:
_____________________________
Sunny K. Soltani, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )
I, ___________________________________, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-132, was adopted by the Carson City Council at its meeting held on the 5th day of November, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

EXHIBIT A
CITY OF C:ARSON

CERTIFICATE OF SUFFICIENCY OF LOCAL INITIATIVE PETITION (INITIATIVE ORDINANCE TO AMEND THE CARSON MUNICIPAL CODE TO

PERMIT THE SALE AND USE OF CERTAIN FIREWORKS WITHIN THE CITY OF

CARSON)
I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, County of Los Angeles, State of California, hereby certify that:

The Petition was filed with the City Clerk's office on September 18, 2025, entitled:
"A Proposed Initiative Ordinance to Amend the Carson Municipal Code to Permit the Sale and Use of Certain Fireworks Within the City of Carson" That said petition consists of 843 sections.

That each section contains signatures purporting to be signatures of qualified electors of the City of Carson, California;
That attached to this petition at the time it was filed, was an affidavit purporting to be the affidavit of the person who solicited the signatures, and containing the dates between which the purported qualified electors signed this petition;
That the affiant stated his or her own qualification, that he or she had solicited the signatures upon that Section, that all of the signatures were made in his or her presence, and that to the best of his or her own information and belief, each signature to that section was the genuine signature of the person whose name it purports to be;
That after the proponents filed this petition, based on the County of Los Angeles Registrar of Voters, and in compliance with the California Elections Code, I have determined the following facts regarding this petition:

1. Total number of signatures filed: 9,495

2. Number of signatures verified: 9,495

3. Total number of signatures needed: 6,405

4. Number of signatures found sufficient: 7,200

5. Number of signatures found not sufficient: 2,295
Based on the above, the Petition is deemed to be sufficient.

IN WITNESS WHEREOF, I have hereunto set my hand a.ie, affixed the official seal of the City QC~ 29 day of
Dr. Kha~e==Bra~
City of Carson
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 22.

To: Honorable Mayor and City Council
From: Joshua Boudreaux, Director of Human Resources HR Administration Subject: CONSIDER ADOPTING RESOLUTION NO. 25-128, AMENDING THE CLASSIFICATION PLAN TO

ADJUST THE SALARY RANGE AND MINIMUM QUALIFICATIONS FOR THE CODE ENFORCEMENT OFFICER

CLASSIFICATION TO ACHIEVE PAY EQUITY WITH THE CODE ENFORCEMENT AND COLLECTIONS

OFFICER CLASSIFICATION (CITY COUNCIL)
I. SUMMARY
Staff recommends aligning the Code Enforcement Officer (CEO) salary range with that of the Code Enforcement & Collections Officer (CECO) classification to ensure internal equity and to update the CEO Minimum Qualifications to reflect journey-level duties. This alignment addresses existing disparities between the two classifications, as both perform comparable duties including NPDES compliance, yet only the CECO classification currently receives higher compensation and eligibility for an additional 5% certification pay. Current incumbents will be grandfathered under existing qualification requirements.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 25-128, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE CLASSIFICATION PLAN, RESOLUTION NO. 77-111 TO ADJUST THE

SALARY RANGE AND MINIMUM QUALIFICATIONS FOR THE CODE ENFORCEMENT OFFICER CLASSIFICATION TO ACHIEVE PAY EQUITY WITH THE CODE ENFORCEMENT AND COLLECTIONS OFFICER CLASSIFICATION".

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

IV. BACKGROUND
Currently, there is a pay disparity between two closely related classifications:

Code Enforcement Officer (CEO): $41.33 – $52.72 per hour Code Enforcement & Collections Officer (CECO): $44.48 – $56.77 per hour (+5% certification pay for NPDES) CECOs receive higher compensation due to their collections responsibilities and are eligible for an additional 5% certification pay under Article III, Section 20.1 of the AFSCME 809 MOU when they obtain specialized licenses required for National Pollutant Discharge Elimination System (NPDES) compliance. However, Code Enforcement Officers also perform NPDES compliance as a part of their duties. Despite this shared responsibility, they do not receive the same pay or certification differential, resulting in an internal inequity between the two classifications.

V. FISCAL IMPACT
Detailed Cost Analysis with Calculaitons: Code Enforcement Officer Adjustment (7) Code Enforcement Officers to align with the Code Enforcement and Collections Officer classification. The cost is calculated through the remainder of the fiscal year, using the City's 4/10 work schedule and applying a 40% burden rate. Full math and steplevel detail is shown below.

Cost Calculaitons by Step Level (Prorated, Burdened)
Current
Step
Ee
Count
Current
Rate
($/hr)
New
Rate
($/hr)
Hourly
Increase
($)
Prorated
Hours
(4/10s)
Increase
per ee
Burden
Cost per
ee
Total Group
Cost
2 2 $43.37 $46.71 $3.34 1410 $4,709.40 $6,593.16 $13,186.32 4 1 $47.81 $51.49 $3.68 1410 $5,188.80 $7,264.32 $7,264.32 6 4 $52.72 $56.77 $4.05 1410 $5,710.50 $7,994.70 $31,978.80 Total Estimated Cost (Including 40% Burden) Through Fiscal Year End: $52,429.44 VI. EXHIBITS

1. Resolution No. 25-128

2. Updated Classification for Code Enforcement Officer
Attachments
Resolution No. 25-128
Updated Classification for Code Enforcement Officer
RESOLUTION NO. 25-128

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

CALIFORNIA, AMENDING THE CLASSIFICATION PLAN,
RESOLUTION NO. 77-111, TO ADJUST THE SALARY RANGE AND

MINIMUM QUALIFICATIONS FOR THE CODE ENFORCEMENT

OFFICER CLASSIFICATION TO ACHIEVE PAY EQUITY WITH THE

CODE ENFORCEMENT AND COLLECTIONS OFFICER

CLASSIFICATION
WHEREAS, Section 503 of the City’s Charter provides that the City Council shall determine, by ordinance or resolution, the amount and type of compensation to be paid to all City officers, department heads and employees; and
WHEREAS, The Assistant City Manager is authorized and directed under provisions of Sections 2797.1 of the Carson Municipal Code and Section II, Rule II of the City Personnel Rules to prepare and recommend position classification and compensation plans, after consultation with the affected Directors, which becomes effective upon approval by the City Council; and WHEREAS, Rule III of the City of Carson Personnel Rules provides that modification to the classification plan, embodied in Resolution No. 77-111, shall be made only after the authorized Human Resources staff members consults with the affected Directors and affected recognized employee organizations; and
WHEREAS, staff has completed an internal review of the Code Enforcement Officer (CEO) and Code Enforcement and Collections Officer (CECO) classifications and determined that both positions perform complex, journey-level work, including duties related to National Pollutant Discharge Elimination System (NPDES) compliance; and
WHEREAS, the current pay structure results in a salary disparity between the two classifications, despite comparable complexity of work and technical skill requirements, thereby creating an inequity within the classification plan; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2. the proposed modification further updates the minimum qualifications (MQs) for the Code Enforcement Officer classification to reflect the technical knowledge and journey-level expertise required for environmental and regulatory enforcement, while ensuring that current incumbents not meeting the updated qualifications are grandfathered; and SECTION 3. the Human Resources Director has consulted with affected departments and has met and conferred with representatives of the affected recognized employee organizations pursuant to the City’s obligations under the Meyers-Milias-Brown Act (MMBA) concerning the proposed salary and MQ changes; and
SECTION 4. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

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

PASSED, APPROVED AND ADOPTED this 5
th day of November 2025.

Lula Davis-Holmes, Mayor
APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )
I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-128, was passed and approved by the City Council of the City of Carson at its meeting held on November 5, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk
City of Carson
Class Specification
City Council Reso. 25-128
Bargaining Unit: AFSCME
FLSA: Non-Exempt

CODE ENFORCEMENT OFFICER
Job Summary:

Under the direction of the Code Enforcement Supervisor, enforces provisions of the City's Municipal Code including, but not limited to, zoning laws and health and safety codes, National Pollutant Discharge Elimination System (NPDES) compliance; performs inspections and searches, issues citations, notices, and orders and responds to related complaints and questions. The Code Enforcement Officer is the journey-level classification in the two-level job series. The Code Enforcement Officer performs difficult and complex code enforcement responsibilities that include NPDES duties, which require substantial knowledge of City municipal code regulations and NPDES.

Essential Duties and Responsibilities:
(These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change, or rescind related duties and work assignments.)

1. Enforces municipal code regulations, including but not limited to, public peace, sanitation and health, taxes and licenses, streets, building and planning, and zoning ordinances.

2. Receives complaints concerning code enforcement from the public and other departments by telephone or correspondence; investigates complaints of public nuisances and code violations.

3. Performs field checks of contractors and subcontractors for proper licenses or permits; reviews building permit applications to determine that buildings, adjacent structures, and land usage are in conformity with health and safety regulations.

4. Writes citations for violations and performs office follow-up work on citations as required; prepares complaints for filing.

5. Assists in prosecuting cases involving municipal code violations and gives testimony in court; explains and interprets municipal ordinances and other regulations as needed; interfaces with community and governmental agencies as required.

6. Answers questions and provides information to the public concerning topics related to code enforcement.

7. Prepares and maintains a variety of files and prepares reports as required.

8. Serves on primary emergency response team in case of emergency or disaster in a position assigned by the City emergency plan.

9. Posts legal notices and delivers City Council agendas and other legal documents.

10. Performs security patrol of activities at municipal facilities and public meetings to coordinate duties with law enforcement agencies.

11. Conducts inspections at a variety of facilities and locations for visible NPDES violations and initiate action to facilitate voluntary compliance.

12. Conducts inspections of local businesses and industrial properties to ensure compliance with applicable MS4 permit, licensing requirements, and applicable regulations.

13. Gathers evidence and recommend action related to NPDES not in compliance with MS4 permit requirements.

14. Provides information and NPDES best management practices to property and business owners.

15. Performs related duties as required.

City of Carson Page 2 of 3
Qualification Guidelines:

A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and Experience:

Education: Any combination equivalent to an Associate of Arts degree. Additional qualifying experience may be substituted for education on a year-for-year basis, up to two years.

Experience: Three years of full-time, paid public contact work involving regulatory codes, collections, credit, public relations, investigation, or inspection work.

Knowledge of:
• Applicable laws, codes, regulations, policies, and procedures. • City organization, operations, policies, and objectives. • Current City, State and Federal Runoff regulations.
• Site visit report writing and NPDES inspection practices. • Office practices and procedures.
• General recordkeeping practices.
• Interpersonal skills using tact, patience, and courtesy.

Skill and Ability to:
• Enforce provisions of the City’s municipal code and zoning laws and health and safety codes, building codes, fire codes, and animal pound regulations. • Perform inspections and searches, issue citations, notices, and orders; respond to related code enforcement complaints and questions.
• Perform procedures and techniques used in investigation or inspection for compliance with municipal ordinances and regulations.
• Interpret and explain required City codes and ordinances, state and federal laws, and apply them to a variety of situations.
• Attend specialized workshops, seminars, and training meetings related to code enforcement and public security.
• Provide NPDES education to non-compliant businesses.
• Effectively communicate orally and in writing.
• Maintain accurate records and prepare clear and concise reports. • Establish and maintain effective working relationship with others.

License and Certificate:

Possession of a valid California Class C driver’s license. Employee in this classification will be enrolled in the Department of Motor Vehicles (DMV) Government Employer Pull Notice Program which confirms possession of a valid driver’s license and reflects driving record. Obtaining an 832 P.C. certificate within the completion of the probationary period is required.

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case-bycase basis. Positions in this class normally:
• Require the mobility to stand, stoop, reach, and bend. • Require the mobility of arms to reach and dexterity of hands to grasp and manipulate small objects.
• Require the ability to stand for long periods.

City of Carson Page 3 of 3
Code Enforcement Officer
• Require the ability to walk long distances, including uneven terrain. • May be required to work evenings and/or weekends.
• Is subject to outside and inside environmental conditions. • Perform work which may involve lifting, pushing, and/or pulling of objects which may weigh approximately 25 pounds and may occasionally weigh up to 50 pounds. • May be required to use city and/or personal vehicle in the course of employment. • May be required to attend periodic evening meetings and/or travel within and out of city boundaries.
• Respond to emergency situations.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 24.

To: Honorable Mayor and City Council
From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING AMENDMENT NO. 3 TO EXTEND THE CONTRACT SERVICES

AGREEMENT WITH LONG BEACH PUBLIC TRANSPORTATION COMPANY FOR ONE ADDITIONAL YEAR TO

PROVIDE CONTINUED FIXED-ROUTE BUS SERVICES (CITY COUNCIL) I. SUMMARY
On September 27, 2021, the City entered into a three-year Contract Services Agreement with the Long Beach Public Transportation Company (Long Beach Transit) to operate three new local bus routes (see Exhibit 1). The agreement included two optional one-year extensions that could be exercised upon mutual consent of both parties. On September 17, 2024, the City approved a three-month extension (see Exhibit 2) to allow additional time for both parties to finalize the details of the first one-year extension, which was subsequently authorized by the City Council on November 19, 2024 (see Exhibit 3).

City staff now requests approval of Amendment No. 3 (see Exhibit 4) to exercise the final one-year extension of the agreement. Effective January 1, 2026, this amendment would extend the contract term through December 31, 2026, at a cost of $2,060,500 for transit services provided during that period.

To ensure uninterrupted bus service beyond calendar year 2026, staff will begin discussions with Long Beach Transit to explore the feasibility of developing a new Contract Services Agreement following the expiration of the current term.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 3 to the Contract Services Agreement between the City of Carson and Long Beach Public Transportation Company (Exhibit No. 4; "Amendment No. 3"); and,

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

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

IV. BACKGROUND
The City of Carson provides fixed-route bus services to residents and commuters traveling within the City and from neighboring communities. Four routes i.e., Routes 2, 4, and 8, are operated by Long Beach Transit (LBT) and run every 40 minutes between 5:31 a.m. and 8:35 p.m. on weekdays, and between 10:28 a.m. and 5:56 p.m. on Saturdays.

Route 2 serves areas between California State University Dominguez Hills, SouthBay Pavilion, City Hall, and Carson High School.

Route 4 runs along the entire length of Carson Street, connecting riders to the A (Blue) Line Metrolink station at Santa Fe Avenue and Del Amo Boulevard.

Route 8 travels the full stretch of 223rd Street, connecting to the A (Blue) Line Metrolink station at Pacific Place and Wardlow Road.

In addition, the City operates two neighborhood routes with City staff that connect riders to LBT, Torrance Transit, and Metro services.

On September 27, 2021, the City entered into a three-year Contract Services Agreement with LBT that included two optional one-year extensions. In April 2024, staff began discussions with LBT to exercise the first extension.

Because contract rates were also being renegotiated, Amendment No. 1 was approved to extend the initial term through December 31, 2024, at the existing rate, while preserving both one-year extension options and maintaining all other terms, including indemnification and insurance protections.

Amendment No. 2, approved on November 19, 2024, exercised the first one-year extension effective January 1, 2025, extending the term through December 31, 2025. As part of this extension, the parties agreed to a new annual rate of $2,060,500, reflecting a 16.4 percent increase over the original rate of $1,770,000, primarily due to higher labor costs identified by LBT. The amendment also required that, if the City’s Proposition A or C funding levels dropped by 10 percent or more in FY 25-26 compared to FY 24-25, the parties would reopen negotiations regarding compensation and service levels. Staff has confirmed that no such reduction occurred.

Staff now seeks approval of Amendment No. 3 to exercise the second and final one-year extension, continuing the agreement through December 31, 2026, at the same annual rate of $2,060,500. The amendment includes a similar provision requiring that, if Proposition A or C funding levels drop by 10 percent or more in FY 26-27 compared to FY 25-26, the parties will reopen discussions regarding service levels (but not compensation) and may, if mutually agreed, modify the agreement accordingly.

The proposed extension is exempt from the City’s competitive bidding requirements under Carson Municipal Code Section 2611(i)(7).

V. FISCAL IMPACT
Should the City Council approve the recommendation, funding for the first six months of the contract extension (January 1, 2026 - June 30, 2026) has already been budgeted in Fiscal Year 2025-26 as follows:

Proposition A: $412,100 (Account No. 218-90-940-180-6010) Proposition C: $618,150 (Account No. 219-90-940-180-6010) Total funding for this six-month period amounts to $1,030,250.

Funding for the remaining six months (July 1, 2026 - December 31, 2026) will be included in the proposed Fiscal Year 2026-27 Operating Budget, allocated to the same Proposition A and Proposition C accounts listed above, in the same respective amounts. Total funding for this future six-month period also amounts to $1,030,250.

VI. EXHIBITS

1. Original Agreement (September 27, 2021)

2. Amendment No. 1 (September 17, 2024)

3. Amendment No. 2 (November 19, 2024)

4. Proposed Amendment No. 3
Attachments
Exhibit No. 1 - Agreement.pdf
Exhibit No. 2 - Amendment No. 1.pdf
Exhibit No. 3 - Amendment No. 2.pdf
Exhibit No. 4 - Proposed Amendment No. 3.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

LONG BEACH PUBLIC TRANSPORTATION COMPANY

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

LONG BEACH PUBLIC TRANSPORTATION COMPANY
THIS AGREEMENT FOR CONTRACT SERVICES(herein “Agreement”) is made and entered into this 27th day of September, 2021 by and between the CITY OF CARSON,a California municipal corporation (“City”) and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit public benefit corporation (“Long Beach Transit”). City and Long Beach Transit may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought the performanceofthe services defined and described in Article 1 of this Agreement.

B. Long Beach Transit is ready, willing and able to perform the services defined and described in Article 1 of this Agreement.
es Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.
ay The Parties desire to formalize the selection of Long Beach Transit for performance of those services defined and described in Article 1 of this Agreement and desire that the terms of that performance be as 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 LONG BEACH TRANSIT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Long Beach Transit shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which maybereferred to herein as the “services”or “work” hereunder. As a material inducementto the City entering into this Agreement, Long Beach Transit 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, andis experienced in performing the work and services contemplated herein.

Long Beach Transit shall at all times faithfully, competently and to the best of its ability, experience andtalent, perform all services described herein. 01007.0001/732285.10 -l-

1.2 Compliance with Law.

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

1.3 Licenses. Permits, Fees and Assessments.

Long Beach Transit 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. Long Beach Transit shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed bylawandarise from orare necessary for Long Beach Transit’s performanceofthe services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.4 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.

1.5 No Franchise Rights.

Neither Long Beach Transit nor City intend by this Agreement to grant to Long Beach Transit any franchise, right, or agreementto use the streets of the City of Carson,it being further agreed and understood that whether or not Long Beach Transit has such franchise or is required to have such a franchise is not the subject of this Agreement, and no term or provision of this Agreementshall be used to prejudice the rights of either party in that regard.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

2.2 Invoices
On a quarterly basis, Long Beach Transitwill invoice the City for services rendered. Except as provided in Section 7.3, City will use its best efforts to cause Long Beach Transit to be paid for the services within 45 days of the submitted invoice; however, Long Beach Transit acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. Review and payment by City for any services provided by Long BeachTransit shall not constitute a waiver of any default by Long Beach Transit or any rights or remedies provided herein or any applicable law.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Timeis of the essence in the performanceofthis Agreement.

3.2. Schedule of Performance.

Long Beach Transit shall commencethe services pursuant to this Agreement uponreceipt 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.

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 Long Beach Transit, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, pandemics, quarantine restrictions, riots, strikes, freight embargoes, wars,litigation, and/or acts of any governmental agency, including the City, if City or Long Beach Transit shall within thirty (30) days ofthe commencementofsuch delay notify the other Party’s contract representative in writing of the causes of the delay. The Parties shall ascertain the facts and the extent of delay, and extend the time for performing the servicesfor the period of the enforced delay when andif in the judgmentofthe Parties such delayis justified. In no eventshall Long Beach Transit be entitled to recover damages against the City for any delayin the performance of this Agreement, however caused, Long Beach Transit’s sole remedy being extension of the Agreement pursuant to this Section. During the delay, Long Beach Transit shall not render services to the City. Long Beach Transit shall not invoice City for, and shall not be entitled to, any compensationorfixed costs from City for the duration of the delay period.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continuein full force and effect until completion of the services but not exceeding aninitial term of three (3) years, with two subsequent one-year options that may be exercised by a duly approved and executed amendmentto this Agreement entered into betweentheParties. 01007.0001/732285.10 -3-
ARTICLE 4. COORDINATION OF WORK

4.1] Representatives and Personnel of Long Beach Transit.

Kenneth A. McDonald, President and CEO andorhis designees (“Principals”) are hereby designated as being the principals and representatives of Long Beach Transit authorized to act on its behalf with respect to the work specified herein and makeall decisions in connection therewith.

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 Long Beach Transit and devoting sufficient time to personally supervise the services hereunder. All personnel of Long Beach Transit, 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 Long Beach Transit without prior notice to City. Long Beach Transit shall notify City of any changes in Long Beach Transit’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 Long Beach Transit.

Long Beach Transit 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. Long Beach Transit shall not at any time or in any manner represent that Long Beach Transit or any of Long Beach Transit’s officers, employees, or agents are in any mannerofficials, officers, employees or agents of City. Neither Long Beach Transit, nor any of its officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Long Beach Transit expressly waives any claim Long Beach Transit may have to any suchrights.

4.3 Contract Officer.

The City of Carson’s Contract Officer shall be the Director of Community Services, or such other person as may be designated by the City Manager. It shall be Long Beach Transit’s responsibility to assure that the Contract Officer is kept informed of the progress of the performanceofthe services. Long Beach Transit 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 hereunderto carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any ofits employees shall have any control over the manner, modeor meansby which Long BeachTransit, 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 Long Beach Transit’s employees, representatives or agents, or in fixing their number, compensation or hours of service. Long Beach Transit shall perform all services 01007.0001/732285.10 4.
required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. City shall not in any way or for any purpose becomeor be deemedto be a partner of Long Beach Transit in its business or otherwise or a joint venturer or amemberofanyjoint enterprise with Long Beach Transit.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Long Beach Transit, its principals and employees were a substantial inducementfor the City to enter into this Agreement. Therefore, Long BeachTransit 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, whetherforthe benefit of creditors or otherwise, without the prior written approval of City. No approvedtransfer shall release Long Beach Transit or any surety of Long BeachTransit of any liability hereunder without the express consentof City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Long Beach Transit 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 anyextension thereof, the following policies of insurance whichshall coverall elected and appointed officers, employees and agentsofCity:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive commercial generalliability insurance written on a per occurrencebasis for products and completed operations, bodily injury, personal and advertising injury and property damage. The policy of insuranceshall be in an amountnotless than $2,000,000.00 per occurrence or if a general aggregate limit is used, theneither the general aggregate limit shall apply separately to the services Long Beach Transit shall render under this agreement (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amountas will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Long Beach Transit against any loss, claim or damagearising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Long Beach Transit in the course of carrying out the services contemplated in this Agreement, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobileliability insurance written on a peroccurrencebasis for bodily injury and property damage in an amountnotless than $2,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any

automobile.
01007.0001/732285.10 -5-
(d) Subcontractors. Long Beach Transit shall include all subcontractors as insureds underits policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

All of the abovepolicies 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 orits officers, employees or agents may applyin excessof, and not contribute with Long Beach Transit’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 selfinsured retention. If Long Beach Transit maintains broader coverage and/orhigher limits than the minimumsshownin Section 5.1 above, the City requires and shall be entitled to the broader coverage and/or the higherlimits maintained by Long Beach Transit. Any available insurance proceedsin excess of the specified minimumlimits of insurance and coverageshall be available to the City.

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) daysprior written notice by certified mail return receipt requested to the City. In the event anyofsaid policies of insurance are cancelled, Long Beach Transit 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 Long Beach Transit has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages andsaid Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsementsto all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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
NAMEDHEREIN.
[to be initialed] Ky o
Long Béach Transit Initials
01007.0001/732285.10 -6-

City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insuredsasrespects: liability arising out of activities Long BeachTransit performs; products and completed operations of Long Beach Transit; premises owned, occupied or used by Long Beach Transit; or any automobiles owned, leased, hired or borrowed by Long Beach Transit. The coverage shall contain nospecial limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Long Beach Transit’s insurance shall apply separately to each insured against whom claim is madeorsuit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles orself-insured retentions must be declared to and approved by City. Long Beach Transit agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Long Beach Transit may be held responsible for the payment of damagesto any personsor property resulting from Long Beach Transit’s activities or the activities of any person or persons for which Long Beach Transit is otherwise responsible norshall it limit Long Beach Transit’s indemnification liabilities as provided in Section 5.3.

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

5.3 Indemnification.

To the full extent permitted by law, Long Beach Transit agrees to indemnify, defend and hold harmlessthe City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissionsorliabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising outoforin connection with the negligent performanceofthe work,operationsoractivities provided herein of Long BeachTransit,its officers, employees, agents, subcontractors, or any individualor entity for which Long Beach Transit is legally liable (“indemnitors”), or arising from Long Beach Transit’s or indemnitors’ reckless or willful misconduct, or arising from Long Beach Transit’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Long BeachTransit will defend any action or actions filed in connection with anyofsaid claimsorliabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Long Beach Transit 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 Long Beach Transit hereunder; and Long Beach Transit agrees to save and hold the City, its officers, agents, and employees harmless therefrom; 01007.0001/732285.10 -7-
(c) In the event the City, its officers, agents or employees is madea party to any action or proceeding filed or prosecuted against Long BeachTransit for such damagesor other claimsarising out of or in connection with the negligent performance oforfailure to perform the work, operation or activities of Long Beach Transit hereunder, Long Beach Transit agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred bythe City, its officers, agents or employees in such action or proceeding, including but notlimited to, legal costs and attorneys’ fees.

Should anyliability or sanctions be imposed against City pursuant to 8 U.S.C.A §§1101 et seq. arising from Long Beach Transit’s employmentpractices or the status of individuals used by Long Beach Transit to provide services pursuant to this Agreement, Long Beach Transit 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 byCity.

Long BeachTransit shall incorporate similar indemnity agreements with its subcontractors andif it fails to do so Long Beach Transit shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims orliabilities arising from any negligent or wrongful act, error or omission,or reckless or willful misconduct of Long BeachTransit 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 claimsand liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereundershall 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 Long Beach Transit and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreementshall be satisfactory only if issued by companies qualified to do business in California, rated “A”or better in the most recentedition of Best Rating Guide, The Key Rating Guideorin the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Managerof the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreementcreates an increased or decreasedrisk of loss to the City, Long Beach Transit agrees that the minimum limits ofthe insurance policies may be changed accordingly uponreceipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF

INFORMATION

6.1 Reports.

Long Beach Transit 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. Long Beach Transit hereby acknowledgesthat the City is greatly concerned 01007.0001/732285.10 -8-
about the cost of work and services to be performed pursuant to this Agreement. For this reason, Long Beach Transit agrees that if Long Beach Transit becomes awareofany facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein, Long Beach Transit shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreasedcostrelated thereto.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND

TERMINATION

7.1 California Law.

This Agreementshall be interpreted, construed and governed both as to validity and to performanceof the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreementshall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Long Beach Transit covenants and agrees to submitto the personal jurisdiction of such court in the event of such action. In the eventof 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 Long Beach Transit is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Long BeachTransit for any work performedafter the date of default. Instead, the City may give notice to Long Beach Transit ofthe default and the reasonsforthe default. The notice shall include the timeframe in which Long Beach Transit may cure the default. This timeframe is presumptively thirty (80) days, but may be extended, though not reduced, if circumstances warrant. During the period oftime that Long Beach Transit 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 someorall of the outstanding invoices during the period of default. If Long Beach Transit does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Anyfailure on the part ofthe City to give notice of Long Beach Transit’s default shall not be deemedto result in a waiverofthe City’s legal rights or any rights arising out of any provision of this Agreement.
73 Resolution of Disputed Invoices/Claims.

Within 90 daysofthe effective date of this Agreement, the Parties’ contract representatives will establish a mutually agreeable dispute resolution process and related terms/provisions that would apply in the event City disputes an invoice submitted by Long Beach Transit on the basis that it does not accurately reflect services rendered pursuant to this Agreement. The foregoing dispute resolution process and related provisions would also apply with respect to any and all amounts for which City may beliable to third parties by reason of Long Beach Transit’s acts or omissionsin performingorfailing to perform Long Beach Transit’s obligation under Article 5 of this Agreement, including butnotlimited to, for (i) amounts of any claims made by athird party, 01007.0001/732285.10 -9-
the amounts or validity of which is disputed by Long Beach Transit, or (ii) any indebtedness that may exist which shall appear to be the basis for a claim oflien. 7A Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreementshall not constitute a waiver of any other term, condition, or covenant. Waiverby any party of any breach ofthe provisions of this Agreementshall 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 Long BeachTransit 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 waiverbyeither party of any default must be in writing and shall not be a waiver of any other default concerning the sameorany otherprovision of this Agreement. 75 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 byeither party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the otherparty.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legalaction, 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.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon ninety (90) days’ written notice to Long Beach Transit, except that where termination is due to the fault of Long Beach Transit, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Long Beach Transit reserves the right to terminate this Contract at any time, with or without cause, upon ninety (90) 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 Long Beach Transit may determine. Upon receipt of any notice of termination, Long Beach Transit shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Long Beach Transit shall be entitled to compensation for all services rendered priorto the date of receipt 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 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.
01007.0001/732285.10 -10-
78 Termination for Default of Long Beach Transit.

If termination is dueto the failure of Long Beach Transit to fulfill its obligations underthis 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 Long BeachTransitshall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensationherein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Long Beach Transit for the purpose ofset-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreementis required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing partyin suchaction or proceeding, in addition to any other relief which may be granted, whetherlegal 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 andall other necessary costs the court allows which are incurred in suchlitigation.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to Long Beach Transit, or any successorin interest, in the event of any default or breach by the City or for any amount which may becomedue to Long Beach Transitor to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

City and Long Beach Transit each covenant that neither it, nor any of its officers or employees, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of the other or which would in any way hinder Long Beach Transit’s performanceofservices under this Agreement. Long Beach Transit further covenantsthat in the performanceof 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. Long Beach Transit 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 financialinterest, direct or indirect, in this Agreementnorshall any such officer or employee participate in any decisionrelating to the Agreement whichaffects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)heis, directly or indirectly, interested, in violation of any State statute or regulation. Long Beach Transit warrants that it has not paid or given and will not pay orgive anythird party any moneyor otherconsideration for obtaining this Agreement. 01007.0001/732285.10 -I1-
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communicationeither party desires or is required to give to the other party or any other personshall 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 andCity title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of Long BeachTransit, to the person(s) at the address designated on the execution page of this Agreement, copy to Long Beach Transit General Counsel. Either party maychangeits address by notifying the other party of the change of address in writing. Notice shall be deemed communicated atthe 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 meaningof the language used andshall not be construed for or against either party by reason ofthe authorship of this Agreementor any otherrule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of whichshall be deemedto be an original, and such counterparts shall constitute one and the same instrument.

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 andall previous negotiations, arrangements, agreements and understandings, if any, between the parties, and noneshall be used to interpret this Agreement. No amendmentto or modification of this Agreementshall be valid unless made in writing and approved by Long BeachTransit and by the City Council, except as otherwise providedherein. The parties agree that this requirement for written modifications cannot be waived and that any attempted waivershall be void.

9.5 Severability.

In the event that any one or moreofthe phrases, sentences, clauses, paragraphs,orsections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competentjurisdiction, 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 ofthe parties hereunder unless the invalid provision is so materialthatits invalidity deprives eitherparty ofthe basic benefit of their bargain or renders this Agreement meaningless. 01007.0001/732285.10 -12-

9.6 Warranty & Representation of Non-Collusion.

Noofficial, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, norshall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non-interests” pursuant to Government Code Sections 1091 or 1091.5. Long Beach Transit warrants and representsthat it has notpaid 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 ofvalue as a result or consequence of obtaining or being awarded any agreement. Long Beach Transit further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conductorcollusion 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. Long Beach Transit 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 Agreementvoid and of no forceoreffect.

Long Beach Transit’s Authorized ils8A

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrantthat(1) 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 Agreementto which said party is bound. This Agreementshall be binding upontheheirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
01007.0001/732285.10 -|3-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and yearfirst-above written.

ATTEST: Vee
( a a SS CH, Oe ie Llc é VA ‘ et
CAB ISy C1)
/ »John W.Carroll, Sr., Chief Deputy City Clerk
APPROVEDAS TO FORM:

ALES YNDER, LLP

[BRJ]
Sunns-kK. oeCity Attorney
01007.0001/732285.10
CITY:

CITY OF CARSON,a municipal corporation
O
Lula Davis-Holme
e
s, Mayor
/
y Che K
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY,a California public benefit nonprofit
corporation
ABett:

Kenneth A. McDonald, President and CEO

APPROVED AS TO FORM
By.

Vincent-C-Ewing
2 General Counsel
Address: 1963 E. Anaheim St.

Long Beach, CA 90813
-]4-
EXHIBIT “A”

SCOPE OF SERVICES
I. Long Beach Transit will perform the following Services:

A. Long BeachTransit will perform fixed-route public transit bus services as detailed in this Section.

B. Long Beach Transit will operate the three fixed routes depicted below (identified as routes 2, 4 and 8) within the City, at the times and frequencies indicated below:

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01007.0001/732285.10 A-1
C. Operation of the fixed routes at the times and frequencies set forth in subsection (B), above (the “Base Services”), will require six (6) buses.

D. [Reserved]
E. City may increase service levels beyond the Base Services subject to a City Manager-approved and Long Beach Transit-approved written amendment to this Agreement, executed by both Parties, to take advantage of any or all of the following additional or enhanced service options available from Long Beach Transit:

L. Add Sundayservice (Saturday hours of operation) to Base Services;

2. Add one additional hourof service* on weekdays to Base Services;

3. Add oneadditional hour of service* on Saturdays to Base Services; The City Council hereby authorizes anyorall of the foregoing increases subject to approval and execution of the necessary amendment to this Agreementby the City Managerif and when such increase is deemed appropriate by the City Manager.

Additional costs for increased or enhanced services pursuantto this subsection (E) are as specified in Section II of Exhibit “C.” Any contract amendmentto increase or enhance services pursuant to this subsection shall require a corresponding increase to the contract sum provisions of this Agreement, including Section 2.1 and Section II] of Exhibit “C,” based on the rates set forth in Section II of Exhibit “C.” Similarly, if, after any increase(s) or enhancement(s) of services pursuantto this subsection, Long Beach Transit or City wish to terminate such increased or enhanced services and/or return services back to the Base Services, such action shall require a City Manager-approved written amendment to this Agreement, executed by both Parties (City Manager may execute on behalf of City), prior to taking effect.
*The timing of the additional hour of service shall be determined mutually by parties and agreed uponat the time of entering into the relevant amendmentto this Agreement.

F. Further increases, additions or enhancements to the services, including the following, may be authorized subject to a City Council and Long BeachTransitapproved and duly executed written amendment to this Agreement between the Parties:

1. Increase service frequency of Base Services from 40 minutes to 30 minutes.

2. Expand the service routes of the Base Services to provide access to key destinations such as Carson HS, South Bay Pavilion, Harbor Gateway, LA Harbor College, and UCLA Harbor Medical Center.

3. Provide enhanced connections to regional high-capacity transit, including the J (Silver) Line and the A (Blue) Line.
01007.0001/732285.10 A-2
IL.

4. Complement existing regional transit services provided by other regional providers,

5. Extend service span to align with other LBT services.

6. Serve priority transit arterials identified by the City of Carson.

7. Add additional service hours, implement Sunday service, or adjust service frequency for the aforementioned potential expanded services.

All buses utilized for services pursuant to this Agreement shall be provided and operated by Long Beach Transit, and shall be ADA-accessible at all times.

Additional ADA-accessible buses shall be provided by. Long Beach Transit as necessary to accommodate any increased or enhanced services authorized pursuant to subsection (E), above, and to replace and continue services in the event of a breakdown, as detailed in subsection (I), below. For the avoidance of doubt, “ADA,” as used in this Agreement, means and refers to the Americans with Disabilities Act of 1990.

All of the services required under this Agreementwill be performed by Long Beach Transit or approved subcontractors underits supervision, andall personnel engaged in the work shall be duly qualified to perform such services.

Long Beach Transit shall provide towing and replacement buses as soon as reasonably practicable in the event of a vehicle breakdown. No request for towing of any vehicle pursuant to this Agreementshall be made by City, nor shall any such request be required for Long Beach Transit to perform the aforementioned obligations.

Long BeachTransit shall be responsible for providing adequate trainingto its staff to ensure proper operation and maintenance of system vehicles. All drivers providing the services under this Agreement shall possess a Commercial Driver's license (CDL), Medical Examiner's Certificate and any other required certificates.

Long Beach Transit shall maintain and implement a policy of drug and alcohol testing for its employees as required for compliance withall laws, regulations, and grant program requirements asstated in Section 1.2.

Long Beach Transit will collect and retain all fares and will count and record the ridership or numberof passengers using theservices.

Vehicle Operation and Maintenance:

1. At all times, Long Beach Transit shall maintain all components of each vehicle as stated in section 1.2.

In the event City or Long Beach Transit, for any reason, determine that there is a need to reduce the hours of operation of anyorall the fixed routes below the base 01007.0001/732285.10 A-3
Til.
hours of operation specified in this Agreement for the Base Services without completely suspending services, then such reduction in service hours may be effectuated via a City Manager-approved and Long Beach Transit-approved written amendmentto this Agreement, executed by both Parties (City Manager may execute on behalf of City), prior to the reduction taking effect.

All of the services required under this Agreementwill be performed by LBT or under its supervision, and all personnel engaged in the work shall be qualified to perform suchservices. LBT reserves the right to determine the assignmentof its employees to the performance of LBT’s services under this Agreement. In the event City's Contract Officer determines there is a need to exclude any employee of LBT from performing services for City under this Agreement, the Parties agree to work together in good faith to find a mutually agreeable solution, provided no action shall be taken that would violate any federal, state or local law or regulation, including any applicable labor agreement between LBTandbusoperators.
01007.0001/732285.10 A-4
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(added text shownin bolditalics, deleted text shownin strikethrough) 01007.0001/732285.10 B-1
EXHIBIT “C”

Il. The additional or enhancedservice options specified in Section I.E of Exhibit “A”,if and whenauthorized pursuantto said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i-e., per 12 monthsofservice, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sundayservice (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

B. Add one additional hour of service on weekdays to Base Services: add $122,400 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

G Add one additional hour of service on Saturdays to Base Services: add $25,200 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

Il. The total compensation for the Services shall not exceed $5,310,000 for the initial three-year term of this Agreement, as provided in Section 2.1 of this Agreement. 01007.0001/732285.10 C-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
L Long Beach Transit shall perform all Services timely in accordance with the following schedule:

A. BaseServices: service to the public is provided in accordance with the schedule set 01007.0001/732285.10
forth in Section I.B of Exhibit “A.”
Long Beach Transit shall provide as requested service performancereports to the City suchas:

Ridership;
On-Time Performance;
Adherenceto the Plan Schedule;
Complaints or Compliments of Service;
Security Statistics;
Revenue Data.

D-1
LONG BEACH PUBLIC TRANSPORTATION COMPANY/CITY OF CARSON BusService Agreement, Section 7.3 Dispute Resolution Process A “Sop 7 ow
Resolution of Disputed Invoices/Claims.

This agreementis entered into under Section 7.3 (“Resolution of Disputed Invoices/Claims”) of the Contract Services Agreement entered into by and ssthe City of Carson and Long Beach Public Transportation Company, effective September~7 2021 (“Contract”), and is deemed incorporated into the Contract by reference as thoughfully set forth in the Contract at Section

7.3. LONG BEACH PUBLIC TRANSPORTATION COMPANYis hereinafter referred to as "LBT" and the CITY OF CARSON is hereinafter referred to as "Carson". Collectively, LBT and Carson are referred to hereinafter as the "Parties". Individually, LBT and Carson hereinafter are referred to as the "Party", or as a "Party".

Notwithstanding Section 7.2 of the Contract, any dispute, claim, or controversy that may arise between the Parties that is within the scope of Section 7.3 of the Contract (“Dispute”)shall be resolved as herein provided. Prior to the initiation of any legal action pursuant to Section 7.6 of the Contract, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner,as follows:

1. Ifa Party has a Dispute with the other Party, the disputing Party shall give written notice thereof within five (5) business days following identification of the cause of the Dispute to LBT's President and CEO and Carson's City Manager, which notice shall describe the Dispute and recommend corrective action to be taken by the other Party. Notwithstanding the foregoing, the failure of a Party to give notice of a Dispute within the foregoing timeframe shall not, in and ofitself, constitute a waiver of any claim or legal right or remedy related to the Dispute, nor a waiver of any default or any provision of the Contract. Nothing in this agreementis intended to alter any applicable statute of limitations. “Business days”as used in this agreementshall exclude Fridays and holidays observed by Carson or LBT.
a. While the Dispute is pending, and provided the Contract remains in effect and has not been terminated pursuant to Section 7.7 or 7.8, and services for the relevant period have not been suspended pursuant to Section 3.3, Carson will continue paying LBT's invoices for services rendered pursuant to the Contract and LBTwill continue providing services pursuant to the Contract. With respectto the first type of dispute identified in Section 7.3 of the Contract, i.e., where Carson disputes an invoice submitted by LBT on the basis that it does not accurately reflect services rendered pursuantto the Contract, Carson doesn't have the right to retain funds that are subject to the Dispute and that come due pursuant to LBT's invoices while the Dispute is pending (the “Disputed Payments”), provided LBT’s President/CEO, upon being notified of the Dispute, in good faith affirms to Carson’s City Manager that LBT reasonably believes the Disputed Payments accurately reflect services rendered pursuant to the Contract. LBT doesn't have the right to stop services pursuant to the Contract while the Dispute is pending, provided the Contract remains in effect and has not been terminated pursuantto Section 7.7 or 7.8, and services for the relevant period have not been suspended pursuantto Section 3.3.

LONG BEACH PUBLIC TRANSPORTATION COMPANY/CITY OF CARSON Bus Service Agreement, Section 7.3 Dispute Resolution Process

2. LBT's President and CEO and Carson's City Managershall, within eight (8) business days of receiving written notice of the Dispute (“Resolution Deadline”), meet and confer in a good faith attemptto resolve it. Other persons may be included in the meet and confer process as deemed necessary by LBT's President and CEO and Carson's City Manager.

3. Ifthe Parties are unable to resolvethe Disputeat least in principle prior to the Resolution Deadline, either Party may pursue a legal action pursuant to Section 7.6 of the Agreement.If the Parties agree in principle but do not have sufficient time to effectuate final approval of such agreementprior to the Resolution Deadline, then provided each Party acts diligently and in good faith to finalize the agreement, a reasonable time period not exceeding thirty (30) days beyond the Resolution Deadline shall be allowed to finalize such agreementprior to either Party pursuing a legal action thereon.

4. The prevailing party in a legal action regarding the Dispute shall be entitled to recover reasonable attorneys' fees and costs in accordance with Section 7.9 of the Agreement.

IN WITNESS WHEREOF, on the date and year first-below written, the Parties hereto have executed and agreed to this LONG BEACH PUBLIC TRANSPORTATION COMPANY / CITY OF CARSONBusService Agreement, Section 7.3 Dispute Resolution Process.

APPROVED AS, TO FORM:

ALESHIRE & WYNDER, LLP
| ~ 7 ~~

Sunny K. Soltani, City Attorney
LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California public benefit nonprofit corporation
Ko |
Kenneth A“twicDonald, President and CEO
Date: /P{ 26 2021
LONG BEACH PUBLIC TRANSPORTATION COMPANY/CITY OF CARSON BusService Agreement, Section 7.3 Dispute Resolution Process
APPROVEDAS TO FORM:
a
Vincent C. Ew
-
i
e
ng, General C
-
ounS
g
el
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO AGREEMENT FOR CONTRACT SERVICES
("Amendment No. l ") by and between the CITY OF CARSON, a California municipal corporation ("City"), and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit mutual benefit corporation ("Long Beach Transit"), is effective as of the 27th day of September, 2024. City and Long Beach Transit are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."

RECITALS
A. City and Long Beach Transit entered into that certain Agreement for Contract Services dated September 27, 2021 ("Agreement"), whereby Long Beach Transit agreed to provide City with fixed-route public transit bus services as identified in Exhibit "A" ("Scope of Services") of the Agreement (the "Services"). The Agreement, in Section 2.1, provides for a not-to-exceed Contract Sum of $5,310,000 for the initial three (3) year term, with annual compensation not to exceed $1,770,000 for each year of the initial three (3) year term. The Agreement, in Section 3.4, also provides for two subsequent one-year options that may be exercised by a duly approved and executed amendment to the Agreement entered into between the Parties.

B. Pursuant to Carson Municipal Code ("CMC") Section 261 l(i)(7), the City's purchase of services from other governmental agencies that are not covered under a specific interagency agreement does not require compliance with the bidding provisions of the City's purchasing ordinance (Chapter 6 of Article II of the CMC) so long as funds have been properly appropriated and such purchases conform with all other requirements of the City's purchasing ordinance. The forgoing exemption is applicable to the City's procurement of the services provided for in the Agreement and this Amendment No. 1.

C. City and Long Beach Transit now desire to amend the Agreement, by this Amendment No. 1, to extend the tenn until December 31, 2024, to facilitate continued perfonnance of the Services by Long Beach Transit in exchange for compensation in the amount of $442,500 for this short-term extension period, and to increase the Contract Sum by $442,500 to authorize funding for this short-term extension period, thereby increasing the total not-to-exceed Contract Sum to $5,752,500, with the two subsequent one-year options to extend the term remaining intact, except that the first option period, if exercised, would commence on January 1, 2025, and the second option period, if exercised, would commence on January 1, 2026.

TERMS

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

A. Section 2.1 (Contract Sum) of the Agreement is amended to read in its entirety as follows:
01007.0001 ll001896.4
"2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Long Beach Transit 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 Five Million Seven Hundred Fifty-Two Tltousand Five Hundred Dollars ($5,752,500) Fi:Ye Million Tmee H1:1ndred Ten Tho1:1saRd Dollars ($5,310,000) for the initial three-year tenn of this Agreement plus tlte extension period through December 31, 2024 (the "Contract Sum"). The annual compensation shall not exceed One Million Seven Hundred Seventy Thousand Dollars ($1,770,000.00) for each year of the initial three-year tenn and $442,500 for the extension period through December 31, 2024."
B. Section 3.4 (Term) of this Agreement is hereby amended to read in its entirety as follows:
"3.4 Tenn. Unless earlier tenninated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect tffittl. through December 31, 2024 eompletion of the serviees 01:tt not eKeeediHg ftfl initial term of thfee (3) years, with two subsequent one-year options that may be exercised by a duly approved and executed amendment to this Agreement entered into between the Parties, with the.first option (if exercised) commencing January 1, 2025.

C. Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended to ready in its entirety as set forth in the Exhibit "C" attached hereto.

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Long Beach Transit 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, as amended by this Amendment No. 1, is currently an effective, valid, and binding obligation.

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

City represents and warrants to Long Beach Transit that, as of the date of this Amendment No. 1, Long Beach Transit is not in default of any material term of the Agreement and that there have been no events that, with the passing oftime or the giving of notice, or both, would constitute a material default under the Agreement.
01007.0001/1001896.4

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

5. Authority. The persons executing this Amendment No. 1 on behalf of the Parties warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said Party, (iii) by so executing this Amendment No. 1, such Party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.

6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 1. [Signatures on the following page]
0 I 007.0001 ii 001896.4
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the date(s) and year set forth below, with express intent that this Amendment No. 1 shall be effective as of the date first-above written.

Sunny K. Soltani, City Attorney
[brj; pks]
01007 000111001896.4
CITY:

CITY OF CARSON, a municipal corporation
-�,.,__.,..)Y�
L a Davis-Holmes, Mayor
�
Date: /!) /7 , /4.. . JI , 2024
---
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY, a California public benefit nonprofit
corporation
�
Nam . r. Kenneth A. McDonald
Title: President/CEO
Date: _________ , 2024
APPROVED AS TO FORM:

By<��- Vincen;:

General Counsel
Address: 4801 Airport Plaza Dr.
8 th Floor
Long Beach, CA 90815
EXHIBIT "C"

SCHEDULE OF COMPENSATION
I. Long Beach Transit shall perform the Base Services at the flat annual rate of $1,770,000 (i.e., per 12 months of service} for the initial three-year term of this Agreement (the "Base Services Rate"). Long Beach Transit shall perform the Base Services at tlte flat rate of $442,500 for the extension period commencing upon the conclusion of initial three-year term of this Agreement and continuing tlrrougl, December 31, 2024.

II. The additional or enhanced service options specified in Section I.E of Exhibit "A", if and when authorized pursuant to said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i.e., per 12 months of service, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sunday service (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

B. Add one additional hour of service on weekdays to Base Services: add $122,400 {+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

C. Add one additional hour of service on Saturdays to Base Services: add $25,200 ( • / the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

III. The total compensation for the Services shall not exceed $5,752,500 SS,310,000 for the initial three-year term of this Agreement plus the extension period through December 31, 2024, as provided in Section 2.1 of this Agreement. 0 I 007.0001 /I 001896.4
AMENDMENT NO. 2

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO AGREEMENT FOR CONTRACT SERVICES
(<Amendment No. 2=) by and between the CITY OF CARSON, a California municipal corporation (<City=), and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit mutual benefit corporation (<Long Beach Transit=), is effective as of the Ist day of January, 2025, except as otherwise provided herein. City and Long Beach Transit are sometimes hereinafter individually referred to as <Party= and hereinafter collectively referred to as the <Parties.=

RECITALS
A. City and Long Beach Transit entered into that certain Agreement for Contract Services dated September 27, 2021 ("Agreement"), whereby Long Beach Transit agreed to provide City with fixed-route public transit bus services as identified in Exhibit <A= (<Scope of Services=) of the Agreement (the <Services=). The Agreement, in Section 2.1, provides for a not-to-exceed Contract Sum of $5,310,000 for the initial three (3) year term, with annual compensation not to exceed $1,770,000 for each year of the initial three (3) year term. The Agreement, in Section 3.4, also provides for two subsequent one-year options that may be exercised by a duly approved and executed amendment to the Agreement entered into between the Parties.

B. Effective September 27, 2024, City and Long Beach Transit entered into Amendment No. | to the Agreement to extend the term until December 31, 2024, to facilitate continued performance of the Services by Long Beach Transit in exchange for compensation in the amount of $442,500 for the short-term extension period, and to increase the Contract Sum by $442,500 to authorize funding for the short-term extension period, thereby increasing the total notto-exceed Contract Sum to $5,752,500, with the two subsequent one-year options to extend the term remaining intact, except that the first option period, if exercised, would commence on January 1, 2025, and the second option period, if exercised, would commence on January 1, 2026.

C. City and Long Beach Transit now desire to further amend the Agreement, by this Amendment No. 2, to: (i) exercise the first one-year option to extend the term of the Agreement, thereby extending the term through December 31, 2025 (unless earlier terminated in accordance with Article 7); (ii) authorize funding in the amount of $2,060,500 for continuation of the current service schedule for the one-year extension period, thereby increasing the not-toexceed Contract Sum to $7,813,000; (iii) adjust the specified pricing for optional Sunday service should City choose to add such services; (iv) include the possibility of renegotiation of (a) the compensation to Long Beach Transit for the services during the one-year extension period, and (b) level of services to be provided during such period, in the event the Proposition A and Proposition C funding received by the City drops by ten percent (10%) or more. Additionally, City and Long Beach Transit desire to correct an error in the Agrecment concerning the description of Long Beach Transit9s nonprofit entity type.

D. This Amendment No. 2 is made pursuant to Section 9.4 of the Agreement, as was Amendment No. !.
01007,0001 10258283
E. Pursuant to Carson Municipal Code (<CMC=) Section 2611(i)(7), the City9s purchase of services from other governmental agencies that are not covered under a specific interagency agreement does not require compliance with the bidding provisions of the City9s purchasing ordinance (Chapter 6 of Article II of the CMC) so long as funds have been properly appropriated and such purchases conform with all other requirements of the City9s purchasing ordinance. The forgoing exemption is applicable to the City9s procurement of the services provided for in the Agreement, Amendment No. | and this Amendment No. 2.

TERMS

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

A. Long Beach Transit represents and warrants to City that Long Beach Transit is, and since the effective date of the Agreement has been, a California nonprofit mutual benefit corporation, and as such, the Agreement erroneously describes Long Beach Transit in the introductory paragraph as a <California nonprofit public benefit corporation,= and on the signature page as a <California public benefit nonprofit corporation.= Based on the foregoing, City and Long Beach Transit agree that effective retroactively as of September 27, 2021, the aforementioned references in the Agreement to Long Beach Transit9s nonprofit entity type are amended to <Long Beach Public Transportation Company, a California nonprofit mutual benefit corporation.= B. Section 2.1 (Contract Sum) of the Agreement is 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 Long Beach Transit the amounts specified in the <Schedule of Compensation= attached hereto as Exhibit <C= and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seven Million Eight Hundred Thirteen Thousand Dollars ($7,813,000) Five Million Seven Lindrad Biff 2 hoyseand Eive Uundrad Dolla q 0.0 for the initial three-year term of this Agreement plus the extension periods through December 31, 2025 2024 (the <Contract Sum=). The annual compensation shall not exceed One Million Seven Hundred Seventy Thousand Dollars ($1,770,000.00) for each year of the initial three-year term, and $442,500 for the extension period through December 31, 2024, and $2,060,500 for the one-year extension period from January I, 2025 through December 31, 2025.=
C, Section 3.4 (Term) of this 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 through December 31, 2025 2024, with ome twe subsequent one-year options that may be 01007.0001/1025828.3
exercised by a duly approved and executed amendment to this Agreement entered into between the Partics, with the fest option (if exercised) commencing January |, 2026 2025.

D. Exhibit <C= (Schedule of Compensation) of the Agreement is hereby amended to ready in its entirety as set forth in the Exhibit <C= attached hereto. 2 Continuing Effect of Agreement. Except as amended by Amendment No. | 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. | and this Amendment No. 2 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Long Beach Transit 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, as amended by Amendment No. | and this Amendment No. 2, is currently an effective, valid, and binding obligation.

Long Beach Transit 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 Long Beach Transit that, as of the date of this Amendment No. 2, Long Beach Transit is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

5. Authority. The persons executing this Amendment No. 2 on behalf of the Parties warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalfof said Party, (iii) by so executing this Amendment No. 2, such Party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agrecment 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 the following page]
01007,0001/1025828.3
IN WITNESS WHEREOF, the Partics have executed this Amendment No. 2 on the date(s) and ycar sct forth below, with express intent that this Amendment No. 2 shall be effective as of the date first-above written, except as otherwise provided herein.

CITY:

CITY OF CARSON, a municipal corporation
Date: , 2024
Dr. PapK. Br adshaw, City Clerk
ny Prndall
|
\
APPROVED AS TO FORM: .

ALESHIRE & WYNDER, LLP
EF? beat
Sunny K. Soltani, City Attorney
[brj]
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY, a Califomia nonprofit mutual benefit
corporation
whe Dradd
Name: Fat A. McDonald
Title: President/CEO
Date: (2 / bf _, 2024
APPROY. ) 5 TO FORM:
oy .

VincentC-Ewing
General Counsel
Address: 4801 Airport Plaza Dr., 8" Floor
Long Beach, CA 90815
01007 0001/ 1025828 3
IL.

Ili.

IV.

EXHIBIT <C=

SCHEDULE OF COMPENSATION
Long Beach Transit shall perform the Base Services at the flat annual rate of $1,770,000 (i.e., per 12 months of service) for the initial three-year term of this Agreement (the <Base Services Rate=). Long Beach Transit shall perform the Base Services at the flat rate of $442,500 for the extension period commencing upon the conclusion of initial three-year term of this Agreement and continuing through December 31, 2024. Long Beach Transit shall perform the Base Services at the flat rate of $2,060,500 for the one-year extension period commencing on January 1, 2025 and continuing through December 31, 2025.

The additional or enhanced service options specified in Section J.E of Exhibit <A=, if and when authorized pursuant to said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i.e., per 12 months of service, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sunday service (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate. Notwithstanding the foregoing, should addition of this service be authorized pursuant to Section LE of Exhibit <A= for the one-year extension period commencing on January 1, 2025 and continuing through December 31, 2025, the flat annual rate to add this service would be $237,800 (subject to proration as necessary to correspond to any authorization to add this service for a portion of the one-year extension period).

B. Add one additional hour of service on weekdays to Base Services: add $122,400 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

C. Add one additional hour of service on Saturdays to Base Services: add $25,200 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

The total compensation for the Services shall not exceed $7,813,000 $5,752,500 for the initial three-year term of this Agreement plus the extension periods through December 31, 2025 2024, as provided in Section 2.1 of this Agreement.

The City and Long Beach Transit shall reopen negotiations as to the rates of compensation specified in this Exhibit <C= and the level of services provided by Long Beach Transit to the City pursuant to Exhibit <A= for the service period from July 1, 2025 through December 31, 2025, and may, but are not obligated to, enter into an amendment to the Agreement related to the same pursuant to Section 9.4 of the Agreement, if the Proposition A and Proposition C funding collectively received by the City for Fiscal Year 2025-26 drops by ten percent (10%) or more compared to Fiscal Year 2024-25.
01007.0001/ 1025828 3
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 3”) by and between the CITY OF CARSON, a California municipal corporation (“City”), and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit mutual benefit corporation (“Long Beach Transit”), is effective as of the 1st day of January 2026, except as otherwise provided herein. City and Long Beach Transit are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Long Beach Transit entered into that certain Agreement for Contract Services dated September 27, 2021 ("Agreement"), whereby Long Beach Transit agreed to provide City with fixed-route public transit bus services as identified in Exhibit “A” (“Scope of Services”) of the Agreement (the “Services”). The Agreement, in Section 2.1, provided for a not-to-exceed Contract Sum of $5,310,000 for the initial three (3) year term, with annual compensation not to exceed $1,770,000 for each year of the initial three (3) year term. The Agreement, in Section 3.4, also provides for two subsequent one-year options that may be exercised by a duly approved and executed amendment to the Agreement entered into between the Parties.

B. Effective September 27, 2024, City and Long Beach Transit entered into Amendment No. 1 to the Agreement to extend the term until December 31, 2024, to facilitate continued performance of the Services by Long Beach Transit in exchange for compensation in the amount of $442,500 for the short-term extension period, and to increase the Contract Sum by $442,500 to authorize funding for the short-term extension period, thereby increasing the total notto-exceed Contract Sum to $5,752,500, with the two subsequent one-year options to extend the term remaining intact, except that the first option period, if exercised, would commence on January 1, 2025, and the second option period, if exercised, would commence on January 1, 2026.

C. Effective January 1, 2025, City and Long Beach Transit entered into Amendment No. 2 to the Agreement, to: (i) exercise the first one-year option to extend the term of the Agreement, thereby extending the term through December 31, 2025 (unless earlier terminated in accordance with Article 7); (ii) authorize funding in the amount of $2,060,500 for continuation of the current service schedule for the one-year extension period, thereby increasing the not-to-exceed Contract Sum to $7,813,000; (iii) adjust the specified pricing for optional Sunday service should City choose to add such services; (iv) include the possibility of renegotiation of (a) the compensation to Long Beach Transit for the services during the one-year extension period, and (b) level of services to be provided during such period, in the event the Proposition A and Proposition C funding received by the City drops by ten percent (10%) or more.

Additionally, City and Long Beach Transit corrected an error in the Agreement concerning the description of Long Beach Transit’s nonprofit entity type.

D. City and Long Beach Transit now desire to further amend the Agreement, by this Amendment No. 3, to: (i) exercise the second and final one-year option to extend the term of the Agreement, thereby extending the term through December 31, 2026 (unless earlier terminated in accordance with Article 7); (ii) authorize funding in the amount of $2,060,500 for continuation of the current service schedule for said one-year extension period, thereby increasing the not-to-exceed Contract Sum to $9,873,500; (iii) continue the specified pricing as adjusted by Amendment No. 2 for optional Sunday service should City choose to add such services during the second and final one-year extension period; and (iv) continue the possibility of renegotiation of the level of services to be provided during such period, in the event the Proposition A and Proposition C funding received by the City drops by ten percent (10%) or more.

E. This Amendment No. 3 is made pursuant to Section 9.4 of the Agreement, as were Amendment No. 1 and 2.

F. Pursuant to Carson Municipal Code (“CMC”) Section 2611(i)(7), the City’s purchase of services from other governmental agencies that are not covered under a specific interagency agreement does not require compliance with the bidding provisions of the City’s purchasing ordinance (Chapter 6 of Article II of the CMC) so long as funds have been properly appropriated and such purchases conform with all other requirements of the City’s purchasing ordinance. The foregoing exemption is applicable to theCity’s procurement ofthe services provided for in the Agreement, Amendment No. 1, Amendment No. 2, and this Amendment No. 3.

TERMS

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

A. Section 2.1 (Contract Sum) of the Agreement is 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 Long Beach Transit 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 Nine Million Eight Hundred Seventy-Three Thousand Five Hundred Dollars ($9,873,500) Seven Million Eight Hundred Thirteen Thousand Dollars ($7,813,000) for the initial three-year term of this Agreement plus the extension periods through December 31, 2026 2025 (the “Contract Sum”). The annual compensation shall not exceed One Million Seven Hundred Seventy Thousand Dollars ($1,770,000.00) for each year of the initial three-year term, $442,500 for the extension period through December 31, 2024, and $2,060,500 for the one-year extension period from January 1, 2025 through December 31, 2025., and $2,060,500 for the one-year extension period from January 1, 2026 through December 31, 2026.”
B. Section 3.4 (Term) of this 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 through December 31, 2026 2025, with one subsequent one-year option that may be exercised by a duly approved and executed amendment to this Agreement entered into between the Parties, with the option (if exercised) commencing January 1, 2026.”
C. Exhibit “C” (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as set forth in the Exhibit “C” attached hereto (added text is shown in bold italics, deleted text in strikethrough font).

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Long Beach Transit each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement (and as amended by Amendment No. 1 and Amendment No. 2). Each Party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and in Amendment No. 1 and Amendment No. 2.

Each Party represents and warrants to the other that the Agreement, as amended, is currently an effective, valid, and binding obligation.

Long Beach Transit represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Long Beach Transit that, as of the date of this Amendment No. 3, Long Beach Transit is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

5. Authority. The persons executing this Amendment No. 3 on behalf of the Parties warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said Party, (iii) by so executing this Amendment No. 3, such Party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said Party is bound.

6. Counterparts. This Amendment No. 3 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 3. [Signatures on the following page]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 on the date(s) and year set forth below, with express intent that this Amendment No. 3 shall be effective as of the date first-above written, except as otherwise provided herein.

CITY:

CITY OF CARSON, a California municipal
corporation
Lula Davis-Holmes, Mayor
Date: , 2025
ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[brj, mav]
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY, a California nonprofit mutual benefit
corporation
By:

Name: Kenneth A. McDonald
Title: President/CEO
Date: , 2025
APPROVED AS TO FORM:

By:

Name: Vincent C. Ewing
Title: General Counsel
Address: 4801 Airport Plaza Dr., 8
th Floor
Long Beach, CA 90815
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Long Beach Transit shall perform the Base Services at the flat annual rate of $1,770,000 (i.e., per 12 months of service) for the initial three-year term of this Agreement (the “Base Services Rate”). Long Beach Transit shall perform the Base Services at the flat rate of $442,500 for the extension period commencing upon the conclusion of initial three-year term of this Agreement and continuing through December 31, 2024. Long BeachTransitshall perform theBase Services atthe flat rate of $2,060,500 for the one-year extension period commencing on January 1, 2025 and continuing through December 31, 2025. Long Beach Transit shall perform the Base Services at the flat rate of $2,060,500 for the one-year extension period commencing on January 1, 2026 and continuing through December 31, 2026.

II. The additional or enhanced service options specified in Section I.E of Exhibit “A”, if and when authorized pursuant to said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i.e., per 12 months of service, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sunday service (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate. Notwithstanding the foregoing, should addition of this service be authorized pursuant to Section I.E of Exhibit “A” for the one-year extension period commencing on January 1, 2025 and continuing through December 31, 2025 or the one-year extension period commencing on January 1, 2026 and continuing through December 31, 2026, the flat annual rate to add this service would be $237,800 (subject to proration as necessary to correspond to any authorization to add this service for a portion of the one-year extension period).

B. Add one additional hour of service on weekdays to Base Services: add $122,400 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

C. Add one additional hour of service on Saturdays to Base Services: add $25,200 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

III. The total compensation for the Services shall not exceed $9,873,500 $7,813,000 for the initial three-year term of this Agreement plus the extension periods through December 31, 2026 2025, as provided in Section 2.1 of this Agreement.

IV. The City and Long Beach Transit shall reopen negotiations as to the rates of compensation specified in this Exhibit “C” and the level of services provided by Long Beach Transit to the City pursuant to Exhibit “A” for the service period from July 1, 2025 through June 30, 2026 December 31, 2025, and may, but are not obligated to, enter into an amendment to the Agreement related to the same pursuant to Section 9.4 of the Agreement, if the Proposition A and Proposition C funding collectively received by the City for Fiscal Year 2025-26 drops by ten percent (10%) or more compared to Fiscal Year 2024-25.

V. The City and Long Beach Transit shall reopen negotiations as to the level of services provided by Long Beach Transit to the City pursuant to Exhibit “A” for the service period from July 1, 2026 through December 31, 2026, and may, but are not obligated to, enter into an amendment to the Agreement related to the same pursuant to Section 9.4 of the Agreement, if the Proposition A and Proposition C funding collectively received by the City for Fiscal Year 2026-27 drops by ten percent (10%) or more compared to Fiscal Year 2025-26.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 24.

To: Honorable Mayor and City Council
From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO. 5 TO THE AGREEMENT WITH JOHNSON CONTROLS, INC., CONTRACT (23-083) FOR INSTALLATION OF ADDITIONAL CARD READERS AND

RELATED ACCESS CONTROL EQUIPMENT IN THE CITY HALL BASEMENT, AND TO INCREASE THE

CONTRACT SUM (CITY COUNCIL)
I. SUMMARY
On March 27, 2023, the City and Johnson Controls, Inc. (Contractor) entered into a contract to provide citywide video surveillance and access control systems at City facilities including City Parks, City Hall, the Community Center, and the Corporate Yard at a cost not to exceed $5,165,644.08 (Exhibit No. 3).

On October 24, 2023, the parties executed Amendment No. 1 (Exhibit No. 4) to increase the contract amount by $686,331.00 to temporarily add CCTV trailers and Mobile Marshall camera units under the City’s emergency procedures, increasing the contract sum to $5,851,975.08.

On December 5, 2023, Amendment No. 2 (Exhibit No. 5) was approved to upgrade the camera sensor types from single-sensor to multi-sensor cameras with additional cloud storage and to compress the one-year installation schedule to six months. This increased the contract sum by $659,861.35, bringing the total to $6,511,836.44.

On September 17, 2024, Amendment No. 3 (Exhibit No. 6) provided for installation of additional materials to expand the Access Control and CCTV Surveillance systems. Johnson Controls provided a $150,000 credit toward the $1,740,485.59 proposal, reducing the net increase to $1,590,485.59 and bringing the total contract sum to $8,102,322.03.

On May 6, 2025, Amendment No. 4 (Exhibit No. 7) was approved to further expand the Access Control and CCTV Surveillance systems in conjunction with the City Hall Basement and Emergency Operations Center renovation project (PW1731) at a cost of $144,447.68, increasing the contract sum to $8,246,769.71.

Staff is now requesting City Council approval of Amendment No. 5 (Exhibit No. 1) to authorize installation of additional card readers and related access control hardware in the City Hall basement. Johnson Controls has provided a quotation dated September 17, 2025, totaling $11,751.81 for two new card readers, cabling, programming, and commissioning (Exhibit No. 2). Staff recommends including an additional $30,000.00 as contingency for potential future reader or camera additions, bringing the total proposed amendment amount to $41,751.81. Approval of Amendment No. 5 will increase the contract sum from $8,246,769.71 to $8,288,521.52.

II. RECOMMENDATION
Take the following actions:

1. APPROVE Amendment No. 5 to the agreement with Johnson Controls, Inc. (Exhibit No. 1) to increase the contract sum from $8,246,769.71 to $8,288,521.52; and

2. AUTHORIZE the Mayor to execute Amendment No. 5, following approval as to form by the City Attorney.

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

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

Due to increased crime-related activity at various City Parks and City Corporate Yard, staff made an emergency request to City Council to approve expenditures pursuant to Section 2611(d) of the City’s Municipal Code in the amount of $686,331.00 resulting in Amendment No. 1 which was approved by the City Council on November 7, 2023. This measure included the rental and temporary placement of CCTV trailers and Mobile Marshall camera units for a period of six (6) months. This amendment resulted in an increase to the base contract sum of $5,165,644.08 to$5,851,975.08. The amendment amount was applied to the $774,846.61 project contingency resulting in $88,515.61 remaining.

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

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

On September 17, 2024, staff returned to City Council for approval of Amendment No. 3. This amendment provided the purchase and installation of additional equipment to expand the Access Control and CCTV Surveillance systems after it was determined that additional coverage and more access control points were needed. That purchase and installation came to a total of $1,740,485.59. However, the original agreement included a $150,000.00 allowance for additional services, which had not yet been used. As a result, Johnson Controls provided the City with a $150,000.00 credit reducing the cost of Amendment No. 3 to $1,590,485.59. Amendment No. 3 increased the contract amount from $6,511,836.44 to $8,102,322.03.

On May 6, 2025, staff returned to City Council for approval of Amendment No. 4. This amendment expanded system coverage within the City Hall Basement and Emergency Operations Center renovation project (PW1731) at a cost of $144,447.68, bringing the total contract sum to $8,246,769.71.

Staff is now requesting City Council approval for Amendment No. 5 to allow the installation of two additional card readers in City Hall to ensure complete access control coverage of secured entrances and internal doorways following completion of the basement renovation project. Johnson Controls has provided a quotation dated September 17, 2025, totaling $11,751.81 for the installation of two new card readers, cabling, programming, and commissioning. Staff recommends including an additional $30,000.00 to serve as contingency funding for potential future reader or camera additions, bringing the total amendment amount to $41,751.81. If approved, Amendment No. 5 will increase the total contract sum from $8,246,769.71 to $8,288,521.52.

V. FISCAL IMPACT
If Amendment No. 5 is approved, sufficient funds are available in Account No. 101-55-592-127-8004 (Public Safety Facility Security Equipment). No additional appropriations are requested. The additional $30,000 above the quoted cost will serve as contingency funding for potential future reader or camera additions under the City’s access control expansion program.

VI. EXHIBITS

1. Proposed Amendment No. 5 to contract with Johnson Controls, Inc.

2. Johnson Controls Quotation dated September 17, 2025

3. Original Contract No. 23-083

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

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

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

7. Amendment No. 4 to Contract No. 23-083
Attachments

1. Johnson Controls Amendment 5.pdf

2. Johnson Controls Quotation dated September 17, 2025.pdf

3. Original Contract No. 23-083.pdf

4. Amendment No. 1.pdf

5. Amendment No. 2.pdf

6. Amendment No. 3.pdf

7. Amendment No. 4 to Contract No. 23-083.pdf
- 1 - 01007.0630 2055455.1
AMENDMENT NO. 5

TO PUBLIC WORKS AGREEMENT
THIS AMENDMENT TO PUBLIC WORKS AGREEMENT (“Amendment No. 5”) by and between the City of Carson, a California municipal corporation (“City”) and Johnson Controls, Inc., a Wisconsin corporation (“Contractor”) is effective as of the 21st day of October, 2025. City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Contractor entered into that certain Public Works Agreement dated March 27, 2023 (“Agreement”), whereby Contractor agreed to provide an external/internal Video Surveillance system and Access Control System for the City’s 12 parks, Corporate Yard, City Hall, and Community Center, to replace currently existing systems with a consistent, unified, and expandable solution, for a Contract Sum not to exceed $5,165,644.08. On March 21, 2023, the City Council authorized the expenditure of construction contingencies in the amount of $774,846.61 (15%) for any unforeseen construction work and other work that may be necessary to complete the project.

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

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

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

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

E. City and Contractor entered into another amendment to the Agreement dated September 17, 2024 (“Amendment No. 3”) to allow for Change Order 3 for Contractor to provide - 2 - 01007.0630 2055455.1
a turnkey, complete installation of additional material allowing for expansion of the new Access Control and CCTV Surveillance systems for an additional amount of $1,590,485.59, thereby bringing to adjusted Contract Sum to $8,102,322.03.

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

G. City and Contractor entered into another amendment to the Agreement dated May 6, 2025 (“Amendment No. 4”) to allow for Change Order 4 for Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement for an additional amount of $144,447.68, thereby bringing the adjusted Contract Sum to $8,246,769.71.

H. Now, the Parties seek to enter into this Amendment No. 5 to allow for Change Order 5 for Contractor to provide and install the materials necessary for the addition of two new card readers at the door locations designated by City for an additional amount of $11,751.81 and add another $30,000.00 as a contingency only in the event City elects to have additional card readers installed, thereby bringing the adjusted Contract Sum to $8,288,521.52.

I. Section 1.2 of the Agreement adopts the provisions of the 2021 Edition of the Standard Specifications for Public Works Construction, as updated by errata (“Greenbook”). The Greenbook authorizes the Parties to incorporate Change Order 5 into the Agreement.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment No. 5.

2. Terms and Definitions. All words, terms and phrases used or referenced in this Amendment No. 5, not expressly defined in this Amendment No. 5, shall have the same meaning ascribed to them in the Agreement.

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

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

The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the Bid Documents for the project entitled RFP 22-046 - 3 - 01007.0630 2055455.1
Access Control and Video Surveillance Systems, Exhibit “A-1,” Exhibit “A-2,” Exhibit “A-3”, and Exhibit “A-4” and Exhibit “A-5” (“Global Project”). Exhibit “A-1” describes the temporary CCTV trailers, mobile marshalls, and camera units to be rented to City by Contractor for a period of six (6) months commencing October 24, 2023 and continuing through April 23, 2024. Exhibit “A-2” describes Change Order 1 and Change Order 2, Exhibit “A-3” describes Change Order 3, and Exhibit “A-4” describes Change Order 4 and Exhibit “A-5” describes Change Order 5. The Global Project requires Contractor to provide an external/internal Video Surveillance system and Access Control System for the City’s 12 Parks, Corporate Yard, City Hall, and Community Center to replace the currently existing systems with a consistent, unified, and expandable solution. Such work will include, but will not be limited to, provision of a full turnkey system involving design, purchase, installation, configuration, software licenses, support and maintenance services.

Change Order 3 will require Contractor to provide a turnkey, complete installation of additional material allowing for expansion of the new Access Control and CCTV Surveillance systems. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain 90 days storage. Change Order 4 will require Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain 90 days storage. Change Order 5 will require Contractor to provide and install the materials necessary for the addition of two new card readers at the door locations designated by City. All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations. All of the work described in Exhibit “A-2,” Exhibit “A-3,” Exhibit “A-4,” Exhibit “A-5” and Contractor’s Bid items with the exception of 1, 10 and 14, will comprise the public works component of the Global Project (“Project”). As used herein, “Bid Documents” refers to all of the documents included in the solicitation of bids for the Global Project, including but not limited to, the Invitation for Bids, Instructions to Bidders, Contractor’s Bid/Proposal dated January 9, 2023, Contract Documents, Special Provisions, Technical Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein. The Bid Documents are incorporated into this Agreement and made part hereof. In the event of any conflict between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern.” B. Section 2.1 (Contract Sum) is hereby amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Contractor’s Bid attached hereto as Exhibit A and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against - 4 - 01007.0630 2055455.1
Contractor, Contractor shall receive total compensation, including reimbursement of Contractor’s expenses, of an amount not to exceed Eight Million Two Hundred Eighty Eight Forty Six Thousand Five Seven Hundred Twenty One Sixty Nine Dollars and Fifty Two Seventy One Cents ($8,288,521.52 $8,246,769.71) (“Contract Sum”) for completion of the Global Project, with $30,000 of this amount serving only as a contingency in the event additional card readers will be needed and installed, similar to those detailed in Change Order 5. Of this amount, the amount attributable to the Project is not to exceed Five Million Two One Hundred Thirty One Eighty Nine Thousand Five Seven Hundred Twenty Six Seventy Four Dollars and Four Twenty Three Cents ($5,231,526.04 $5,189,774.23), with $30,000 of this amount serving only as a contingency in the event additional card readers will be needed and installed, similar to those detailed in Change Order 5.”
C. Section 3.1 (Schedule of Performance; Term) is hereby amended to read in its entirety as follows:
“3.1 Schedule of Performance; Term.

Contractor shall complete the Project minus the work detailed in Exhibit A-3 and Exhibit A-4 by no later than March 31, 2024 in accordance with the schedule contained in Change Order 2, and any revisions thereof approved by the City in writing. Contractor shall complete the work required in Exhibit A-3 by no later than March 31, 2025, and shall complete the work required in Exhibit A-4 by no later than August 6, 2025, and shall complete the work required in Exhibit A-5 by no later than January 21, 2026. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. Once the Project is accepted by the City, Contractor will provide City with the services detailed in Bid items 10, the training component of 13, and 14 for a period of five (5) years, consistent with the performance schedule detailed in Contractor’s Bid/Proposal dated January 9, 2023. Additionally, Contractor will provide the services set out in Exhibit A-1 for a six (6) month period, commencing October 24, 2023 and continuing through April 23, 2024.”
D. Exhibit “A-5” (Change Order 5) is hereby added to the Scope of Work of the Agreement immediately following Exhibit A-4 and shall read in its entirety as follows:

See attached Exhibit “A-5.”

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

5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations - 5 - 01007.0630 2055455.1
arising under the Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 5, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 5, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

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

7. Authority. The persons executing this Amendment No. 5 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 5 on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Amendment No. 5, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other agreement to which said party is bound.

8. Counterparts. This Amendment No. 5 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. 5. [SIGNATURES ON FOLLOWING PAGE]
- 6 - 01007.0630 2055455.1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 on the date and year first-above written.

CITY:

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

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[rjl]
CONTRACTOR:

JOHNSON CONTROLS, INC., a Wisconsin
corporation
Name: James Parker
Title: Branch Installation Manager
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. 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. 01007.0630 2055455.1
EXHIBIT “A-5”
CHANGE ORDER 5
Contractor will provide and install the materials necessary for the addition of 2 new card readers at the door locations designated by City. This includes the delivery, and installation of the items listed below. Contractor will provide a complete installation of materials including the necessary cable with the associated routing and wall penetrations for the cleanest possible installation, and the connection to and programming to City’s Qumulex head end system. Contractor will also provide programming, testing and commissioning.

CITY OF CARSON
City Hall 2 Reader Addition
Project Description : Provide and install the materials necessary for the addition of 2 new card readers at the door locations designated by the customer.

Johnson Controls, Inc. Base Scope of Work: This proposal includes the delivery, and Installation of the items listed in the BOM / Bill of Materials for the addition of Four new card readers. JCI will provide a complete installation of materials including the necessary cable with the associated routing and wall penetrations for the cleanest possible installation, and the connection to and programming to your Qumulex head end system. JCI will provide programming, testing and commissioning.

Note: All equipment availability will be provided at the date material is released to be ordered. Final equipment prices are based on the prices at the time of the delivery. Delivery dates are based on manufacturer availability and Johnson Controls Inc. will not be responsible for any delays of any equipment at any time. manufacturer availability and Johnson Controls, Inc. will not be responsible for any delays of any equipment at any time. This quote includes estimated sales tax only. Any additional taxes, duties, tariffs or similar items imposed prior to shipment will be charged.

TOTAL QUOTE $ 11,751.81
Labor Total $ 5,314.51
Sales Tax $ 413.67
Material $ 6,023.63

SOFTWARE - LICENSE
QXP Qumulex Single Pro Cloud Resource (Door) License 2 $ 436.57 HEAD-END $ -
QXEP-MR52-S3B MR-52 Mercury Reader Interface board - Dual Reader 1 $ 1,165.67 939393 LIFSAF PW - E8M2- BOXED: Power supply w/enclosure, supports 8 MR-52 boards 1 $ 1,304.31 IM 1272F1 Battery Back Up 1 $ 53.37
FIELD DEVICES $ -
10372122 40NKS-00-00192U: Signo 40 Card Reader, Blk/Slvr, OSDP, V1 32-B 2 $ 600.90 417721 GRI 180-12-B: Door Contact 3/4 recessed Brn, with leads 2 $ 11.16 T.REX-LT-NL KANTECH, REX Detector 2 $ 217.31
ETH4W4545 Electric Transfer Hinge 1 $ 104.48
SCH ND80BDEL/EU RHO 626 Schlage Electric Cylinder Lock 1 $ 622.39 ETH4W4545 Electric Transfer Hinge 1 $ 104.48
T454932AYW 18-6C + 18-4C + 16-2C + 22-4C COMPOSITE CABLE O/A LSPVC JKT YEL CMP 2 $ 1,402.99 Misc Material EMT Conduit, Connectors, Fittings, misc. 1 $ - Project: Provide Access Control for 2 New Door Locations - City Hall Basement Site: City Hall, 701 Carson Street, Carson, CA 9074

Attn: Nora Garcia, Director of Public Safety & Emergency Management Johnson Controls is pleased to offer for your consideration this quotation for the above project.

BILLING / TERMS AND CONDITIONS
CUSTOMER ACCEPTANCE:

In accepting this Agreement, Customer agrees to the terms and conditions contained herein including those on the following page(s) of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that Customer may issue. Any changes requested by Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT.

Customer agrees to pay Johnson Controls pursuant to the progress-based billing schedule of values below. If the schedule of values includes an upfront deposit, it will be paid within 30 days of contract signing and Johnson Controls will not commence work until the upfront deposit is received.

Customer agrees to pay for materials, goods, and equipment (ordered, delivered, or stored) pursuant to the schedule of values, prior to installation commencement. The remaining portion of the total price will be progress billed through completion of the work. Johnson Controls progress-based billing can also include any services performed on-site or off-site. All invoices will be delivered via email, paid via ACH/EFT bank transfer and are due NET 30 days from the date of the invoice. ACH/EFT bank transfer details will be provided upon contract execution. The proposed total price is contingent on Customer agreeing to these payment and invoicing terms.

Schedule of Values
Description of Work %
Deposit/Advanced Payment/ Mobilization 50%
Prior to Delivery (Engineering / Materials) 20%
Monthly Progress Billing (Installation / Commissioning 30% *To be mutually agreed upon in writing at a later date
This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above.

To ensure that JCI is compliant with your company’s billing requirements, please provide the following information:

PO is required to facilitate billing:
▢No: This signed contract satisfies requirement ▢Yes: Please reference this PO Number ___________________________________ AR Invoices are accepted via e-mail: ▢YES: E-mail address to be used: ____________________________________________________ ▢NO: Please submit via ____________________________________________________________ Deposit Invoice accepted (___50___%): ▢No: ▢Yes:

Name: Company Name:

Customer Signature: __________________________________________________________________ Date:

Name: Mark Thummel_________________________________Company Name:___Johnson Controls Inc. _______Date: 9-17-2025______ JCI Authorized Approval Signature: __________________________________________________________________ Date:____________________ Standard Terms and Conditions – U.S.A. and Canada
“JCI” or “Johnson Controls” shall mean Johnson Controls, Inc. for work performed in the U.S.A. and Johnson Controls Canada LP for work performed in Canada. These terms and conditions are an integral part of JCI’s offer and form the basis of any agreement (the “Agreement” resulting from JCI’s proposal for the goods and/or services described. By accepting this proposal, Purchaser agrees to be bound by the following terms and conditions:

The information contained in this document is proprietary to Johnson Controls Inc. Use or disclosure of this information, except for purposes of evaluation, is Prohibited without the written permission of Johnson Controls Inc. This information is copyrighted. Page 3 of 6 Johnson Controls, Inc.
7711 Center Avenue, Suite 650,
Huntington Beach, CA 92647
License No. 22445
Mark Thummel
Account Executive
[email protected]
Cell: (702) 664-9100
Improving Safety & Sustainability
(1) SCOPE OF WORK. This proposal is based upon the use of straight time labor only. JCI and its subcontractors shall be provided access to the work site during regular business hours, or such other hours as may be requested by JCI, including sufficient areas for staging, mobilization and storage. Plastering, patching and painting are excluded. “In-line” duct and piping devices, including, but not limited to, valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by Johnson Controls, Inc. (hereinafter referred to as JCI), shall be distributed and installed by others under JCI’s supervision but at no additional cost to JCI. Purchaser agrees to provide JCI with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. JCI agrees to keep the job site clean of debris arising out of its own operations. JCI’s obligation is limited to the scope of work set forth in JCI’s proposal and does not include any modifications to the work site under the Americans with Disabilities Act or any other law or building code(s). In no event shall JCI be required to perform any work JCI reasonably believes is outside the scope of work without a written change order signed by Purchaser and JCI. In the performance of the work, if JCI encounters conditions at the work site that are (i) subsurface or otherwise concealed physical conditions that differ materially from those indicated on drawings or (ii) unknown physical or pre-existing conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the type and character of the work, JCI shall notify Purchaser of such conditions. If such conditions differ materially and cause an increase in JCI’s costs of, or time required for, performance of any part of the work, JCI shall be entitled tom and Purchaser shall consent by change order to, an equitable adjustment of the contract price, contract time or both. Purchaser shall not charge any retention or back charge JCI for any costs or expenses without JCI’s written consent unless specifically noted in the statement of the scope of work or services undertaken by JCI under this Agreement, JCI’s obligations under this Agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal, or disposal of environmental hazards or dangerous substances, to include but not be limited to asbestos or PCSs, discovered in or on the premises. Any language or provision of the Agreement elsewhere contained which may authorize or empower the Purchaser to change, modify, or alter the scope of work or services to be performed by JCI shall not operate to compel JCI to perform any work relating to such hazards or substances without JCI’s express written consent. (2) DEPOSIT, INVOICING & PAYMENTS. Purchaser agrees to pay JCI pursuant to the progress billing schedule of values set forth in JCI’s proposal. If the schedule of values includes an upfront deposit, it will be paid within 30 days of contract signing and JCI will not commence work until the upfront deposit is received. Customer agrees to pay for materials, goods, and equipment (ordered, delivered, or stored) pursuant to the schedule of values, prior to installation commencement. JCI progress-based billing can also include services performed on-site or off-site. All invoices will be delivered via email, paid via ACH/EFT bank transfer and are due net 30 days from the date of invoice. ACH/EFT bank transfer details will be provided upon contract execution. The proposed total price is contingent on Purchaser agreeing to these payment and invoicing terms.

Waivers of lien will be furnished upon request as the work progresses to the extent payments are received. Invoicing disputes must be identified in writing within 21 days of the date of invoice. Payments of any disputed amounts are due and payable upon resolution. All other undisputed amounts remain due within 30 days from the date of invoice. This Agreement is entered into with the understanding that the services to be provided by JCI are not subject to any local, state, or federal prevailing wage statute. If it is later determined that local, state, or federal prevailing wage rates apply to the services to be provided by JCI, JCI reserves the right to issue a modification or change order to adjust the wage rates to the required prevailing wage rate. Purchaser agrees to pay for the applicable prevailing wage rates. In the event of Purchaser’s default, the balance of any outstanding amounts will be immediately due and payable. Payment is a condition precedent to JCI’s obligation to perform under the Agreement. Purchaser acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and that failure to make payment in full when due is a material breach of this Agreement. Purchaser further acknowledges that if there is any amount outstanding on an invoice, it is material to JCI and will give JCI, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, discontinue or terminate performing any work and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend JCI’s obligations under or terminate this Agreement; and (ii) charge Purchaser interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full. JCI’s election to continue providing future services does not, in any way diminish JCI’s right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. JCI shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non-payment. In the event that there are exigent circumstances requiring services or JCI otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Purchaser disputes any late payment notice or JCI’s efforts to collect payment, Purchaser shall immediately notify JCI in writing and explain the basis of the dispute. JCI may increase prices upon notice to the Purchaser to reflect increases in material and labor costs. Prices for products covered by this proposal may be adjusted by JCI, upon notice to Purchaser at any time prior to shipment and regardless of Purchaser’s acceptance of JCI’s proposal or quotation, to reflect any increase in JCI’s cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. (3) MATERIALS. If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of JCI, then in the case of such temporary unavailability, the time for performance of the work shall be extended to the extent thereof, and in the case of permanent unavailability, JCI shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore.
(4) LIMITED WARRANTY. JCI warrants that the equipment manufactured by it shall be free from defects in material and workmanship arising from normal usage for a period of twelve (12) monthly from delivery of said equipment, or if installed by JCI, for a period of twelve (12) months from installation, whichever occurs first. Alongside this limited warranty, for all new York™ air or water-cooled chillers and/or Metasys™ building automation systems installed in the US and Canada and sold through JCI owned and operated branches, JCI also provides a Year One Service Agreement for such equipment, the scope, limitations, terms and conditions of which are at https://www.johnsoncontrols.com/yearoneservice (collectively, “Year One Service”). JCI will not provide a credit against purchase price if offered Year One Service is declined. No warranty is provided for third-party products and equipment installed or furnished by JCI. Such products and equipment are provided with the third-party manufacturer’s warranty to the extent available, and JCI will transfer the benefits, together with all limitations, of that manufacturer’s warranty to Purchaser. For equipment installed by JCI, if Purchaser provides written notice to JCI of any such defect within thirty (30) days after the appearance or discovery of such defect, JCI shall, at its option, repair or replace the defective equipment. All transportation charges incurred in connection with the warranty for equipment not installed by JCI shall be borne by Purchaser. These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. THESE

WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF The information contained in this document is proprietary to Johnson Controls Inc. Use or disclosure of this information, except for purposes of evaluation, is Prohibited without the written permission of Johnson Controls Inc. This information is copyrighted. Page 4 of 6 Johnson Controls, Inc.
7711 Center Avenue, Suite 650,
Huntington Beach, CA 92647
License No. 22445
Mark Thummel
Account Executive
[email protected]
Cell: (702) 664-9100
Improving Safety & Sustainability
MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. JCI makes no and specifically disclaims all representations or warranties that the services, products, software or third-party product or software will be secure from cyber threats, hacking or other similar malicious activity, or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19. (5) LIABILITY. To the maximum extent permitted by law, in no event shall JCI and its affiliates and their respective personnel, suppliers and vendors (“JCI Parties”) be liable to Purchaser or any third party under any cause of action or theory of liability even if advised of the possibility of such damages, for any: (a) special, incidental, indirect, punitive or consequential damages; (b) loss of business, use, profits, revenues, customer opportunities, anticipated savings or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber-attacks or failures or interruptions to network systems arising in any manner from the equipment or material furnished or the work performed pursuant to this Agreement. In any case, the entire aggregate liability of the JCI Parties under this Agreement for all damages, losses, causes of action, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount actually received by JCI for the performance of its obligations hereunder. (6) TAXES/TARIFFS. The price of this proposal does not include duties, sales, use, excise, or other similar taxes, unless required by federal, state or local law. In addition to the stated price, Purchaser shall pay all taxes not legally required to be paid by JCI or, alternatively, shall provide JCI with acceptable tax exemption certificates. JCI shall provide Purchaser with any tax payment certificate upon request and after completion and acceptance of the work. Pricing for products and parts covered by this proposal does not include any amounts for changes in tariffs or other similar charges imposed and/or enacted by a government. At any time prior to shipment, JCI shall be entitled to an increase in time and money for any costs that it incurs directly or indirectly that arise out of or relate to changes in tariffs or similar charges due to such changes. (7) DELAYS. JCI shall not be liable for any delay in the performance of the work resulting from or attributed to acts or circumstances beyond JCI’s control, including, but not limited to, acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the Purchaser, Owner or other Contractors or delays caused by suppliers or subcontractors of JCI. (8) COMPLIANCE WITH LAWS. JCI shall comply with all applicable federal, state and local laws and regulations and shall obtain all temporary licenses and permits required for the prosecution of the work. Licenses and permits of a permanent nature shall be procured and paid for by the Purchaser.
(9) SCHEDULE. JCI and Purchaser shall mutually agree upon a schedule for completion of the work. In the event Purchaser desires to change or accelerate the schedule or the schedule is otherwise accelerated, delayed, or impacted for reasons beyond the control of JCI, JCI shall be entitled to a change order equitably adjusting the compensation of JCI to account for the increased costs associated with such schedule changes. (10) DISPUTES. JCI shall have the sole and exclusive right to determine whether any dispute, controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be submitted to a court of law or arbitrated. For Purchasers located in the United State, the laws of Delaware shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law principles thereof, and the exclusive venue for any such litigation or arbitration shall be in Milwaukee, Wisconsin. For Purchasers located in Canada, the laws of Ontario shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law principles thereof, and the exclusive venue for any such litigation or arbitration shall be in Ontario, Canada. The parties waive any objection to the exclusive jurisdiction of the specified forums, including any objection based on forum non conveniens. In the event the matter is submitted to a court, JCI and Purchaser hereby agree to waive their right to trial by jury. In the event the matter is submitted to arbitration by JCI, the costs of arbitration shall be borne equally by the parties, and the arbitrator’s award may be confirmed and reduced to judgment in any court of competent jurisdiction. If JCI prevails in any collection action. Purchaser will pay all of JCI’s reasonable collection costs (including legal fees and expenses). Except as provided below, no claim or cause of action, whether known or unknown, shall be brought by either party against the other more than one year after the claim first arose. Claims not subject to the one-year limitation include JCI claims for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies.
(11) INSURANCE. Insurance coverage in excess of JCI’s standard limits will be furnished when requested and required. No credit will be given, or premium paid by JCI for insurance afforded by others. (12) INDEMNITY. To the fullest extent permitted by law, JCI and Purchaser shall indemnify each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys’ fees, resulting from death or bodily injury or damage to real or tangible personal property, to the extent caused by the negligence or misconduct of their respective employees or other authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, actions, costs, expenses or liabilities to the extent attributable to the actions or omissions of the other party. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault.
(13) PATENTS. JCI shall defend or, at its own option settle, any action against Purchaser brought by a third party to the extent that the action is based upon a claim that the equipment provided under the Agreement infringes any U.S. patents or copyrights for Purchasers located in the United States or Canadian patents or copyrights, for Purchasers located in Canada, or misappropriates any trade secrets of a third party (“Claim”), provided that: (i) Purchaser gives JCI prompt written notice of any such Claim, (ii) Purchaser gives JCI full authority to defend or settle any such Claim, and (iii) Purchaser gives JCI proper and full information and assistance, at JCI’s expense (except for Purchaser’s employees’ time) to defend or settle any such Claim. JCI will pay those costs and damages finally awarded against Purchaser in the action that are specifically attributable to the claim or those costs and damages agreed to in a monetary settlement of the action. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of JCI does not apply with respect to products or equipment or portions or components thereof (a) not supplied by JCI, (b) made in whole or in part in accordance with Purchaser or owner specifications, (c) which are modified after shipment or installation by JCI, if the alleged infringement related to such modification, (d) combined with other products, processes or materials where the alleged infringement relates to such combination, (e) where Purchaser continues allegedly infringing activity after being notified thereof and/or after being informed of modifications that would have avoided the alleged infringement without significant loss of performance or functionality, or (f) where Purchaser’s use of the product or equipment is incident to an infringement not resulting primarily from the product or equipment; Purchaser will indemnify JCI and its officers, directors, agents, and employees from all damages, settlements, attorneys’ fees and expenses related to a claim of infringement, misappropriation, defamation, violation of rights of publicity or privacy excluded from JCI’s indemnity obligation herein.

The information contained in this document is proprietary to Johnson Controls Inc. Use or disclosure of this information, except for purposes of evaluation, is Prohibited without the written permission of Johnson Controls Inc. This information is copyrighted. Page 5 of 6 Johnson Controls, Inc.
7711 Center Avenue, Suite 650,
Huntington Beach, CA 92647
License No. 22445
Mark Thummel
Account Executive
[email protected]
Cell: (702) 664-9100
Improving Safety & Sustainability
(14) OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act relating in any way to the project or project site. (15) PURCHASER RESPONSIBILITIES. Purchaser is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and shall supply JCI secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Purchaser and/or end user against unauthorized access. Purchaser is responsible to take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively “Data”) prior to receiving the service or products. (16) FORCE MAJEURE. JCI shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by JCI to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of JCI, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of JCI. If JCI’s performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCI shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if JCI is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, JCI will be entitled to extend the relevant completion date by the amount of time that JCI was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases JCI’s cost to perform the services, Purchaser is obligated to reimburse JCI for such increased costs, including, without limitation, costs incurred by JCI for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees or other costs and expenses incurred by JCI in connection with the Force Majeure Event.
(17) FAR. In the United States, JCI supplies “commercial items” within the meaning of the Federal Acquisition Regulations (FAR), 48 CFR Parts 1-53. As to any customer order for a U.S. Government contract, JCI will comply only with those mandatory flow-downs for commercial item and commercial services subcontracts listed either at FAR 52.244-6, or 52.212-5(e)(1), as applicable. (18) DIGITAL ENABLED SERVICES; DATA. If JCI provides Digital Enabled Services under this Agreement, these Digital Enabled Services require the collection, transfer and ingestion of building, equipment, system time series, and other data to JCI’s cloud-hosted software applications. Customer consents to and grants JCI the right to collect, transfer, ingest and use such data to enable JCI and its affiliates and agents to provide, maintain, protect, develop and improve the Digital Enabled Services and JCI products and services. Customer acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all potential malfunction, insure against all loss, or guarantee a certain level of performance. Customer shall be solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”), shall appropriately protect hardware and products connected to the Network and will supply JCI secure Network access for providing its Digital Enabled Services. As used herein, "Digital Enabled Services" mean services provided hereunder that employ JCI software and related equipment installed at Customer facilities and JCI cloud-hosted software offerings and tools to improve, develop, and enable such services. Digital Enabled Service may include, but are not limited to, (a) remote servicing and inspection, (b) advanced equipment fault detection and diagnostics, and (c) data dashboarding and health reporting.

If Customer accesses and uses Software that is used to provide the Digital Enabled Services, the Software Terms (defined below) will govern such access and use.
(19) JCI DIGITAL SOLUTIONS. Use, implementation, and deployment of the software and hosted software products (“Software”) offered under these terms shall be subject to, and governed by, JCI’s standard terms for such Software and Software related professional services in effect from time to time at www.johnsoncontrols.com/techterms (collectively, the “Software Terms”). Specifically, the JCI General EULA set forth at www.johnsoncontrols.com/buildings/legal/digital/generaleula governs access to and use of software installed on Customer’s premises or systems and the JCI Terms of Service set forth at www.johnsoncontrols.com/buildings/legal/digital/generaltos govern access to and use of hosted software products. The applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, JCI and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement, unless otherwise agreed, the following terms apply to Software that is provided to Customer on a subscription basis (i.e., a time limited license or use right), (each a “Software Subscription”): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the “Subscription Start Date”) and will continue in effect until the expiration of the subscription term noted in the applicable statement of work, order or other applicable ordering document. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a “Renewal Subscription Term”), unless either party provides the other party with a notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.

To the extent permitted by applicable law, Software Subscriptions purchases are non-cancelable, and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof.

Customer shall pay all invoiced amounts within thirty calendar days after the date of invoice. Payments not made within such time period shall be subject to late charges as set forth in the Software Terms. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls’ then-applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began.
(20) PRIVACY.
(a) JCI as Processor. Where JCI factually acts as Processor of Personal Data on behalf of Purchaser (as such terms are defined in the DPA) the terms at www.johnsoncontrols.com/dpa shall apply.

T&C Version: 01/04/2024
Exhibit No. 3

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

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

Suite 1300
(and see attached)
Johnson Controls International plc
Milwaukee, WI 53209
5757 North Green Bay Avenue
SPR0131628-06
701 E. Carson Street
Chad Mannella
(866) 966-4664
Steadfast Insurance Company
Company LLC; Ruskin Company; Ruskin Rooftop Systems, Inc.; Ruskin Service Company; Security Enhancement Systems LLC, Senelco Iberia, Inc.; Sensormatic Asia/Pacific, Inc.; Sensormatic Electronics LP; Tempered Networks Inc.; Tyco Fire & Security LLC; Tyco Fire Products LP; Tyco Integrated Security LLC; Tyco International Holding S.a.r.l.; Tyco International Management Company, LLC; Visonic Inc.; Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, Inc.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Capital LLC; Johnson Controls Transportation, Inc.; Federal Energy Infrastructure Solutions, LLC; Foghorn Systems Inc.; Grinnell Fire Protection Solutions LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.; IMECO LLC; Integrated Systems and NAMED INSURED:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NAMED INSURED:

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

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

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

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

Conditioning North America LLC; Johnson Controls US Holdings, LLC; Koch Filter Corporation; Master Protection LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems; Retail Expert, Inc.; Richmond Alarm Johnson Controls, Inc.

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

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

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

Exhibit No. 4

Exhibit No. 5

Exhibit No. 6

Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 AMENDMENT NO. 4

TO PUBLIC WORKS AGREEMENT
THIS AMENDMENT TO PUBLIC WORKS AGREEMENT (<Amendment No. 4=) by and between the City of Carson, a California municipal corporation (<City=) and Johnson Controls, Inc., a Wisconsin corporation (<Contractor=) is effective as of the 6th day of May, 2025. City and Contractor are sometimes hereinafter individually referred to as <Party= and hereinafter collectively referred to as the <Parties.=

RECITALS
A. City and Contractor entered into that certain Public Works Agreement dated March 27, 2023 (<Agreement=), whereby Contractor agreed to provide an external/internal Video Surveillance system and Access Control System for the City9s 12 parks, Corporate Yard, City Hall, and Community Center, to replace currently existing systems with a consistent, unified, and expandable solution, for a Contract Sum not to exceed $5,165,644.08. On March 21, 2023, the City Council authorized the expenditure of construction contingencies in the amount of $774,846.61 (15%) for any unforeseen construction work and other work that may be necessary to complete the project.

B. City has recently experienced increased crime and therefore is in need of immediately increased security and video surveillance measures to improve the safety and security of City facilities and City staff members at various City parks and Corporate Yard. In connection therewith and pursuant to Section 2611(d) of the City9s Municipal Code, City has initiated procurement of temporary CCTV trailers, mobile marshalls, and camera units by renting such equipment from Contractor for a period of six (6) months under City9s emergency procedures, and now City and Contractor seek to enter into this Amendment to formally memorialize and set forth the terms and conditions of Contractor9s provision of such additional equipment.

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

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

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

E. City and Contractor entered into another amendment to the Agreement dated September 17, 2024 (<Amendment No. 3=) to allow for Change Order 3 for Contractor to provide 01007.0006/928852.2
Exhibit No. 7
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 a turnkey, complete installation of additional material allowing for expansion of the new Access Control and CCTV Surveillance systems for an additional amount of $1,590,485.59, thereby bringing to adjusted Contract Sum to $8,102,322.03.

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

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

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

TERMS

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

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

The Global Project requires Contractor to provide an external/internal Video Surveillance system and Access Control System for the City9s 12 Parks, Corporate Yard, City Hall, and Community Center to replace the currently existing systems with a consistent, unified, and expandable solution. Such work will include, but will not be limited to, provision of a full turnkey system involving design, purchase, installation, configuration, software licenses, support and maintenance services. Change Order 3 will require Contractor to provide a turnkey, complete installation of additional material allowing for expansion of the new 01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 Access Control and CCTV Surveillance systems. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain the 90 days storage-as-requiredin the original REP 22-046 specifications. Change Order 4 will require Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain 90 days storage. All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations. All of the work described in Exhibit <A-2,= Exhibit <A-3,= Exhibit <A-4= and Contractor9s Bid items with the exception of 1, 10 and 14, will comprise the public works component of the Global Project (<Project=). As used herein, <Bid Documents= refers to all of the documents included in the solicitation of bids for the Global Project, including but not limited to, the Invitation for Bids, Instructions to Bidders, Contractor9s Bid/Proposal dated January 9, 2023, Contract Documents, Special Provisions, Technical Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, and any other documents included, referenced, or incorporated therein. The Bid Documents are incorporated into this Agreement and made part hereof. In the event of any conflict between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern.= B. Section 2.1 (Contract Sum) is hereby amended to read in its entirety as follows:
<2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Contractor9s Bid attached hereto as Exhibit A and incorporated herein by this reference. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor9s expenses, of an amount not to exceed Eight Million Two-One Hundred Forty Six Ewe Thousand Seven Fhree Hundred Sixty Nine Fwenty4Fwe Dollars and Seventy One Fheee Cents ($8,246, 769. 71$81402,322.03) (<Contract Sum=) for completion of the Global Project. Of this amount, the amount attributable to the Project is Five Million One Hundred Eighty Nine Ferty-Five Thousand Seven Fhree Hundred Seventy Four Fwenty Six Dollars and Twenty Three FiftyFive Cents ($5,189, 774.23$5,045,326-55).= Cc. Section 3.1 (Schedule of Performance; Term) is hereby amended to read in its entirety as follows:
<3.1 Schedule of Performance; Term.

Contractor shall complete the Project minus the work detailed in Exhibit A-3 and Exhibit A-4 by no later than March 31, 2024 in accordance with the schedule contained 01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 in Change Order 2, and any revisions thereof approved by the City in writing.; Contractor and shall complete the work required in Exhibit A-3 by no later than March 31, 2025 and shall complete the work required in Exhibit A-4 by no later than August 6, 2025. Time is of the essence. If the work is not completed within said time period, liquidated damages shall apply. Once the Project is accepted by the City, Contractor will provide City with the services detailed in Bid items 10, the training component of 13, and 14 for a period of five (5) years, consistent with the performance schedule detailed in Contractor9s Bid/Proposal dated January 9, 2023. Additionally, Contractor will provide the services set out in Exhibit A-1 for a six (6) month period, commencing October 24, 2023 and continuing through April 23, 2024.=
D. Exhibit <A-4= (Change Order 4) is hereby added to the Scope of Work of the Agreement immediately following Exhibit A-3 and shall read in its entirety as follows:

See attached Exhibit <A-4.=

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all provisions of the Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term <Agreement= appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 4, Amendment No. 3, Amendment No. 2 and Amendment No. 1,
a. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, is currently an effective, valid, and binding obligation.

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

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

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. 01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663

5. Authority. The persons executing this Amendment No. 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 4 on behalf of said party, (iii) by so executing this Amendment No. 4, such party is formally bound to the provisions of this Amendment No. 4, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment No. 4 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 4. [SIGNATURES ON FOLLOWING PAGE]
01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on the date and year first-above written.

CITY:

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

Dr. Khaleah K. Bradshaw, City Clerk9 5 .

Wer
aXe
APPROVED AS TO FORM: YEN
ALESHIRE & WYNDER, LLP A >
Sunny K. Soltani, City Attorney
[gl]
CONTRACTOR:

JOHNSON CONTROLS, INC., a Wisconsin
corporation
<47
z
5/22/2025 | 1:09 PM PDT
Name: James Parker
Title: Branch Installation Manager
~<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, CONTRACTOR9S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR9S BUSINESS ENTITY. 01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on the date and year first-above written.

CITY:

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

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[jl]
CONTRACTOR:

JOHNSON CONTROLS, INC., a Wisconsin
corporation
5/22/2025 | 1:09 PM PDT
Name: James Parker
Title: Branch Installation Manager
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. CONTRACTOR9S SIGNATURES

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

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

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

ATTORNEY-IN-FACT

TRUSTEE(S) NUMBOF EPRAGE S

GUARDIAN/CONSERVATOR
OOOO
OTHER

O o§F§©5F
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

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

ATTORNEY-IN-FACT

TRUSTEE(S) NUMBER OF PAGES

GUARDIAN/CONSERVATOR
OOOO
OTHER
sO =O
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 EXHIBIT <A-4=
CHANGE ORDER 4
Contractor to provide a turnkey, complete installation of additional material and labor to expand the new Access Control and CCTV Surveillance systems per the drawings and remodel of the City Hall Basement. The Qumulex system will be expanded accordingly to support the additional CCTV cameras and card readers, and will include the additional hardware and cloud based storage to maintain the 30 days storage as required in the original RFP 22-046 specifications.

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

Total Investment Summary:

Total Labor $ 86,370.66
Total Maternal $ 43,446.21
Total Licenses & Cloud Services 3 1,928.78
Total Cloud Services (90 days, 5 years total) 3 8,029.41 Tax (State of California) on material only $ 4.67262
Total Investment / Quote (net selling price, FOB shipping acint, tax included) $ 144,447.68 01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 BOM ! Bill of Materials
Description
***Head-End 4 ACCESS CONTA
OXEP-DKUF-O8OR- | Unified series 8 Door kit, unmanaged. Includes (2) QXEP-LP1502 Qumulex | 1592-MR52-U intelligent Controller and (3) QXEP-IMR52-S38, and {1} LifeSafery PS.

BTi212 Battery, 12VOC, 124H
***Field Devices - Access Con
Altronix
HID AONKS-00-00192U | SIGNO 40, BLK/SLVR,PIG,CRD PFL ST! SRLEGIOSER NE 3245 7 GRI 180-12-8 DOOR CONTACT 3/4 RECESSED BROWN WITH LEEDS 8 Kantech T.REX-LT-8L T.REX-LT-NL NO LOGO EXIT DETECTOR 7 GRI 6644 EGL Resistor 22
***S oftware 4 Acce | acing
FQumutex faxP | SINGLE QUMULEX PRO CLOUD RESOURCE (DOOR) LICENSE 7 ***Head-End***
Piri & r=
Axis 2416-001 AXIS P4707-PLVE OFFERS TWO CHANNELS WITH SMP PER CHANNEL 2 Axis 02172-004 SINGLE PORT MIDSPAN FOR POWER OVER ETHERNET PLUS (POE+} IEEE Axis 02356-001 SURVEILLANCE CARO 176
Qumutex OXP SINGLE QUMULEX PRO CLOUD RESOURCE (CAMERA) LICENSE 2 30 day cloud video storage subscription, billed avery five years One per OXP License fone per tens for multisensor cams)
Qumulex | CSS0-60
01007.0006/928852.2
Docusign Envelope ID: DF6A4248-B65D-4EFB-91B0-A1CDA0679663 Customer Responsibilities:

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

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

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

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

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

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

Inclusions:

The following items are included in this proposal uniess specifically noted otherwise within this proposal document or scopeo f work statement:

All Equipment, and accessories required for fully functional systems.

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

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

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

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

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

On N a
Exclusions:

The following items are excluded from this proposal unless specifically identified otherwise within this praposal documents o7 scope of work statement.

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

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

3. Note: All equipment availability will be provided at the date material is released to be ordered. Delivery dstes are based on manufacturer availability and Johnsen Controls, Inc. will not be responsible for any delays of any equipment at any time.
01007.0006/928852.2
From: Roobik Galoosian
To: Rafael Rico
Ce: Desiree Johnson
Subject: FW: Body Cam Proposal / Agreement
Date: Thursday, April 24, 2025 8:43:55 AM
Attachments: image001p_ng
image002 png
image003.png
image004.pnq
image006.pnq
cert CHI City of Carson 10311377 11.pdf
cert CHI City of Carson 10915023 2.pdF
Body Cam Purchase Aareement.pdf
Importance: High
Hi Rafael,
This insurance is approved but the PDF is protected so please use this emailt o show approval.

Thanks.

Roobik Galoosian
Risk Management
City of Carson
701 E. Carson Street, Carson, CA. 90745
Tel: (310) 952-1764
hitto:/Avww.carsonca,gov
City Hall is closed on Fridays
From: Rafael Rico <[email protected]>
Sent: Thursday, April 24, 2025 7:35 AM
To: Roobik Galoosian <[email protected]>; Desiree Johnson <[email protected]> Subject: FW: Body Cam Proposal / Agreement
Importance: High
Hi Roobik and Desiree,
Please see updated COI & accompanying documentation provided by Johnson Controls.

We kindly ask that you provide your review and approval if all checks out so that we can start routing this agreement immediately. Pricing will increase on the items we are trying to get purchased.

Please let me know if anything else is needed.

Thank you,
Rafael Rico Jr.

Administrative Analyst | Public Safety Department
City of Carson
701 E. Carson Street
Carson, CA 90745
(310) 952-1786 | [email protected]
City Webpage
City Hall is closed on Fridays
From: Mark Thummel < A.Thummel!@ici >
Sent: Thursday, April 24, 2025 7:26 AM
To: Rafael Rico <rri rs >
Ce: jci certrequest marsh <[email protected]>
Subject: RE: Body Cam Proposal / Agreement
Importance: High
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Good morning Rafael,
Attached is the signed Cyber Liability attachment to the COI which contains the additional certificate endorsements.

Mark Thummel

DATE (MMI/DD/YYYY)
ao
ACORD CERTIFICATE OF LIABILITY INSURANCE 04/23/2025
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.

PRODUCER CONTACT ;
NAME: Marsh | U.S. Operations MARSH USA LLC
155 N. WACKER, SUITE 1200 [AGN o, Ext): (868) 966-4664 (AIG, No):

CHICAGO, IL 60661 E-MAIL
Attn: [email protected] ADDRESS: JG) [email protected] INSURER(S) AFFORDING COVERAGE NAIC #
CN101230596-All-Cyber-25-26 INSURER A: Steadfast Insurance Company 26387 INSURED .

Johnson Controls International ple INSURER'BS
(and see attached) INSURER C:
5757 North Green Bay Avenue . Milwaukee, WI 53209 INSURER Di INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: CHI-010311377-11 REVISION NUMBER: 11

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.

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accidi ent); $
HIRED NON-OWNED PROPERTY DAMAGE 5
AUTOS ONLY AUTOS ONLY | (Per accident)
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED | | RETENTION S. $
WORKERS COMPENSATION PER OTHAND EMPLOYERS! LIABILITY vin STATUTE | ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
OFFICER/MEMBEREXCLUDED? NIA
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE] $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ A | Cyber Liability SPR0131628-08 02/01/2025 02/01/2026 Each Occurrence 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

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

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
of Marsh USA LLC
fe
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: CN101230596
Loc #: Milwaukee
i 5
ACORD ADDITIONAL REMARKS SCHEDULE Page 2 of 27

AGENCY NAMED INSURED
MARSH USA LLC Johnson Controls International plc
(and see attached)
POLICY NUMBER 5757 North Green Bay Avenue
Milwaukee, WI 53209

CARRIER NAIC CODE
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance OTHER BROKER:

The Cyber Liability insurance referenced herein were placed by Aon Risk Services Central, Inc., or one or more of its subsidiaries or affiliates, Marsh is evidencing this coverage on this certificate for your convenience.

NAMED INSURED:

American Chiller Mechanical Service LLC; ArkLaTex Mechanical Services; Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM Systems Group LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.; Integrated Systems and Power, Inc.; lonicBlue Partners LLC; JC Residential and Light Commercial LLC; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, Inc.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building Solutions LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; Johnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Controls-Hitachi Air Conditioning North America LLC; Johnson Controls US Holdings, LLC; M&M Refrigeration, LLC; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems; Retail Expert, Inc.; Richmond Alarm Company LLC; Security Enhancement Systems LLC; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT Corporation; Shurjoint America, Inc.; Silent-Aire USA Inc.; Silent-Aire Mission Critical Service LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; York International Corporation
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
®
ACORD
(ee

CERTIFICATE OF LIABILITY INSURANCE

DATE (MMI/DDIYYYY)
04/23/2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

PRODUCER
MARSH USA LLC.
155 N. WACKER, SUITE 1200
Chicago, IL 60661
Attn: [email protected]
CN101230596--5-24-25*

INSURED
Johnson Controls US Holdings, Inc.

Johnson Controls, Inc.

Johnson Controls Fire Protection LP
Johnson Controls Security Solutions LLC (See attached Acord 101) 5757 North Green Bay Avenue
Milwaukee, WI 53209
NAMES= Marsh | U.S. Operations
(AlcNo , Ext: (866) 966-4664 (AIG, No):

ADDNESS: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A: Old Republic Insurance Company 24147
INSURER B :

INSURER C:

INSURER D:

INSURER E :

INSURER F:

COVERAGES CERTIFICATE NUMBER: CHI-010915023-02 REVISION NUMBER: 2

DDL|S
ie TYPE OF INSURANCE fuel yen POLICY NUMBER (MMIDBIYYYY) | (MMIDDIYYYY) LIMITS A | X | COMMERCIAL GENERAL LIABILITY MWZY 313947-24 10/01/2024 | 10/01/2025 | EACH OCCURRENCE $ 5,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) _| $ 9,000,000 |_X | Contractual Liability MED EXP (Any one person) $ 50,000 |_X } XCU Included PERSONAL & ADV INJURY _| $ 5,000,000 |G EN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 20,000,000 | X | POLICY iRO: Loc PRODUCTS - COMP/OP AGG | $ INC IN GEN AGG OTHER: $
A | AUTOMOBILE LIABILITY MWTB 313946-24 (Excludes New Hamp)] 10/01/2024 | 10/01/2025 | GOMBINEDSINGLELIMIT | 5,000,000 X | ANY AUTO MWTB 313949-24 (Primary NH $250k) | 10/01/2024 10/01/2025 BODILY INJURY (Per person) | $ A| | AUTOS ONLY AUTOS MWZX 313950-24 (Excess NH $4.75mm)} 10/01/2024 10/01/2025 BODILY INJURY, (ee accident)| $ |__| autos ONLY AUTOS ONLY Excess NH Auto is Follow Form (Per accident) $ to Primary NH Auto $
|__| UMBRELLA LIAB OCCUR EACH OCCURRENCE 5
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED | | RETENTION $ $
A_|WORKERS COMPENSATION MWC 313943-24 (AOS - see page 2) | To0T/z026 | 1oowe02 |x |EERae | [oa

AND EMPLOYERS' LIABILITY YIN
A | ANYPROPRIETOR/PARTNER/EXECUTIVE MWXS 313944-24 (OH & WA) 10/01/2024 10/01/2025 E.L. EACH ACCIDENT 5 4,000,000 OFFICER/MEMBEREXCLUDED? NIA
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE] $ 1,000,000 If yes, describe under
DESCRIPTION OF OPERATIONS below EL, DISEASE - POLICY LIMIT | $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City, its elected and appointed officers, employees and agents is/are included as additional insured per the attached. See attached Acord 101 for additional information including Additional Insured, Primary/Noncontributory, Waiver of Subrogation and Notice of Cancellation provisions.

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

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
of Marsh USA LLC
A ae i ae
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: CN101230596
Loc #: Milwaukee
4~ @
ACORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2

AGENCY NAMED INSURED
MARSH USA LLC. Johnson Controls US Holdings, Inc.

Johnson Controls, Inc.

POLICY NUMBER Johnson Controls Fire Protection LP
Johnson Controls Security Solutions LLC (See attached Acord 101) 5757 North Green Bay Avenue
CARRIER NAIC CODE Milwaukee, WI 53209
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance WORKERS COMPENSATION:

Workers Compensation "AOS" Policy includes coverage for employees from the following States WHILE WORKING IN ANY STATE:AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, 1A, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WI, & WV.

PRIMARY COVERAGE:

WAIVER OF SUBROGATION:

The General Liability, Automobile Liability, Workers' Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder and any other person or organization, BUT ONLY to the extent required by written contract.

ADDITIONAL INSURED - AUTOMOBILE LIABILITY:

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

ADDITIONAL INSURED - GENERAL LIABILITY:

For General Liability, if required by written contract, the following are included as additional insureds, as required pursuant to a written contract with a named insured, per attached Policy Endorsements A2 and A2A: THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE, AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED.

ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCE
The General Liability Insurance includes insurance for ongoing operations and completed operations.

LIMIT OF LIABILITY:

The Liability Limit that applies is the amount indicated on the face of this Certificate of Liability Insurance, or the minimum Liability limit that is required by the written contract, whichever is less. If there is no contract then the Liability Limit is limited to $1,000,000.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS:

NAMED INSURED:

American Chiller Mechanical Service LLC; ArkLaTex Mechanical Services; Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM Systems Group LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.; Integrated Systems and Power, Inc.; lonicBlue Partners LLC; JC Residential and Light Commercial LLC; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, Inc.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building Solutions LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; Johnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Controls-Hitachi Air Conditioning North America LLC; Johnson Controls US Holdings, LLC; M&M Refrigeration, LLC; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems; Retail Expert, Inc.; Richmond Alarm Company LLC; Security Enhancement Systems LLC; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT Corporation; Shurjoint America, Inc., Silent-Aire USA Inc.; Silent-Aire Mission Critical Service LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; York International Corporation
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION - ENDORSEMENT A2
Named Insured Endorsement Number
Johneon Controls US Holdings, Inc.

Policy Prefix Policy Number Policy Period Effective Date of Endorsement MWZY 313947 24 10/01/24 = 10/01/25 10/01/24
Issued By
|Old Republic Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

If required by contract, the person or organization listed on the certificate of insurance as additional insured, and sach other person or organization required to be induded as an additional insured pursuant to a contract with a named insured.

Location(s) Of Covered Operations:

As required by contract.

Infermation required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section Il - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or <personal and advertis!

1. 2.
ing injury" caused solely by:

Your acts or omissions; or
The acts or omissions of those acting on your behalf
in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above.

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

This insurance does not apply to "bodily injury" or "property damage" occurring after:

1. GL 289 001 101
All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or That portion of "your work" out of which the injury or damage arises has been put to Its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project 2 MWZY 313947 24 Johnsen Controls US Holdings, Inc. 10/01/24 - 10/01/25 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS - ENDORSEMENT A2A
Named Insured Endorsement Number
Johnson Controls US Holdings, Inc.

Policy Prefix Policy Number Policy Period Effective Date of Endorsement MWZY 313947 24 10/01/24 - 10/01/25 40/01/24
Issued By ;
Old Republic Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

If required by contract, the person or organization fisted on the certificate of insurance as additional insured, and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured.

Location And Deseription Of Completed Operations:

As required by contract.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section Il - Who fs An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury= or "property damage" caused solely by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard".

GL 289 002 1012
MWZY 313947 24 Johnson Controls US Holdings, Inc. 10/01/24 - 10/01/25 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
This endorsement modifies the notice of cancellation of insurance provided hereunder by adding the following:

A, In the event this policy is cancelled for any permissible reason, other than for nonpayment of premium, we shall endeavor to provide at least 30 days advance written notice of cancellation to certificate holders set out in the schedule on file with the Company, after notifying the first Named Insured of such cancellation. Notice of cancellation to certificate holders may be made by any commercially reasonable means, including mail, electronic mail, facsimile transmission or courier service.

B. This advance written notification of a cancellation of coverage is intended as a courtesy only. Our failure to provide such advance written notification will not extend the policy cancellation date, nor negate cancellation of the policy.

All other terms and conditions of this policy remain unchanged.

CA 289 006 1016 Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

MWTB 313946 24 Johnsen Controls US Holdings, Inc. 10/01/24 - 10/01/25 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS
This endorsement modifies the notice of cancellation of insurance provided hereunder by adding the following:

A. In the event this policy is cancelled for any permissible reason, other than for nonpayment of premium, we shall endeavor to provide at least 30 days advance written notice of cancellation to certificate holders set out in the schedule on file with the Company, after notifying the first Named Insured of such cancellation. Notice of cancellation to certificate holders may be made by any commercially reasonable means, including mail, electronic mail, facsimile transmission or courier service.

All other terms and conditions of this policy remain unchanged.

GL 289 051 1013
MWVZY 313947 24 Johnson Controls US Holdings, Inc. 10/01/24 = 10/01/25

OLD REPUBLIC INSURANCE COMPANY
WORKERS9 COMPENSATION AND EMPLOYERS9 LIABILITY POLICY

NOTICE OF CANCELATION TO CERTIFICATE HOLDERS ENDORSEMENT This endorsement modifies the notice of cancelation of insurance provided hereunder by adding the following:

A. In the event this policy is canceled for any permissible reason, other than for nonpayment of premium, we shall endeavor to provide advance written notice of cancelation to certificate holders set out in the schedule on file with the Company, after notifying the Insured first named in item 1 of the Information Page of such cancelation. Notice of cancelation to certificate holders may be made by any commercially reasonable means, including mail, electronic mail, facsimile transmission or courier service.

B. This advance written notification of a cancelation of coverage is intended as a courtesy only. Our failure to provide such advance written notification will not extend the policy cancelation date, nor negate cancelation of the policy.

All other terms and conditions of this policy remain unchanged.

WC 99 03 64 (03/11)

Page 1 of 1 ends

INSURED COPY
IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED

BY CONTRACT OR AGREEMENT
This endorsement madifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. SECTION Il - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, is amended to include as an additional insured any person(s) or erganization(s) for whem you are performing operations when you and such person(s) or organization(s) have agreed in a contract or any other agreement that such person(s) or organization(s) be added as additional insured on your policy. The status of an additional insured under this endorsement ends when your operations for that additional insured are completed.

B. The most we will pay on behalf of the additional insured described in Paragraph A. above is the lesser of the amount payable under SECTION II - COVERED AUTOS LIABILITY COVERAGE, C. Limits of Insurance or the amount of Insurance required by the contract or agreement.

Cc. Notwithstanding any requirement, term or condition of any contract or agreement with respect to which this endorsement may pertain, the insurance afforded to the additional insured is subject to all the terms, exclusions and conditions of the Commercial Auto Coverage Form to which this endorsement is attached.

CA 289 002 1016 Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

MWTB 313946 24 Johnsen Controls US Holdings, Inc. 10/01/24 - 10/01/25 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

SCHEDULE
Name of Person or Organization:

Any person or organization that you are required by contract to waive recovery right. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
The Transfer Of Rights Of Recovery Against Others To Us Condition is changed by adding the following:

We waive any right of recovery we may have against the person(s) or organization(s) shown in the 4 Schedule because of payments we make fer injury or damage. This waiver applies only to the person or organization shown in the Schedule.

PCA 024 10 13

Page 1 of 1 ends

MWTB 313946 24 Johnsen Controls US Holdings, Inc. 10/01/24 - 10/01/25 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 24 04 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
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

SCHEDULE
Name Of Person(s) Or Organization(s):

If required by contract, any person or organization against wham you have agreed to waive your right to recovery.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added toe Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV 4 Conditions:

We waive any right of recovery against the person(s)
or organization(s) shown in the Schedule above
because of payments we make under this Coverage
Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against
such person(s) or organization(s) prior to loss. This
endorsement applies only to the person(s) or
organization(s} shown in the Schedule above.

CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 MWZY 313947 24 Johnson Controls US Holdings, Inc. 10/01/24 - 10/01/25 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 0403 06 (Ed. 04-84)
POLICY NUMBER: MWC 313943 24

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -

CALIFORNIA
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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 0 % of the California workers9 compensation premium otherwise due on such remuneration.

SCHEDULE

PERSON OR ORGANIZATION JOB DESCRIPTION

ANY PERSON OR ORGANIZATION FOR WHOM ANY JOB FOR WHOM THE NAMED INSURED HAS

THE NAMED INSURED HAS AGREED BY WRITTEN AGREED BY WRITTEN CONTRACT TO FURNISH

CONTRACT TO FURNISH THIS WAIVER TO THE THIS WAIVER TO THE EXTENT ALLOWABLE BY

EXTENT ALLOWABLE BY LAW LAW
DATE OF ISSUE: 08-06-24
@1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.

From the WCIRB9s California Workers9 Compensation Insurance Forms Manual@ 1999.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 25.

To: Honorable Mayor and City Council
From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER APPROVAL OF AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH RJM DESIGN GROUP FOR DESIGN SERVICES FOR PROJECT NO. 1368 CARRIAGE

CREST PARK EXPANSION AND IMPROVEMENTS PROJECT (CITY COUNCIL) I. SUMMARY
On February 21, 2023, the City Council approved a Professional Services Agreement with RJM Design Group, Inc. for Project No. 1368 - Carriage Crest Park Expansion and Improvements. The original agreement was for a not-toexceed amount of $904,455 and had a term ending July 19, 2024. To allow for continued construction support services beyond the original expiration date, the City Council approved Amendment No. 1 on July 19, 2024, extending the agreement through December 25, 2025. However, during construction, several unforeseen circumstances arose, including significant delays in the delivery of prefabricated restroom and storage building materials. Consequently, staff from multiple departments collaborated with the project design team to shift from a prefabricated building approach to a traditional stick-built design for the new restroom and storage facilities. This transition allows for greater control over materials, schedule, and quality but also requires additional design work, coordination, and extended construction support from RJM Design Group once the improvements begin. To address these changes and the expanded scope of work, staff recommends that the City Council approve Amendment No. 2 to the agreement with RJM Design Group, Inc. The amendment would extend the contract term through June 30, 2026, and increase the not-to-exceed amount by $200,000, bringing the total contract value to $1,104,455.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE proposed Amendment No. 2 to the Professional Services Agreement with RJM Design Group, Inc. for Project No. 1368, Carriage Crest Park Expansion and Improvements Project, for an additional amount of $200,000, bringing the total not-to-exceed amount to $1,104,455, and extending the term of the contract until June 30, 2026; and,

2. AUTHORIZE the Mayor to execute the proposed Amendment No. 2 to the Professional Services Agreement following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE the proposed Amendment No. 2 to the Professional Services Agreement with RJM Design Group, Inc.

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

IV. BACKGROUND
Project No. 1368 - Carriage Crest Park Expansion and Improvements Project includes refurbishing the existing main park building and developing an additional ten (10) acres of land leased from the Los Angeles County Sanitation District. The project features a new playground, outdoor fitness equipment area, athletic ball fields with lighting, dog park, basketball court, restrooms and storage buildings, and a walking/jogging loop. The original Professional Services Agreement with RJM Design Group, Inc. was approved by the City Council on February 21, 2023, for a not-to-exceed amount of $904,455, covering the design of the park expansion. To allow for additional design support, Amendment No. 1 extended the contract term from June 19, 2024, to December 25, 2025.

Since the initial contract approval, the project has experienced unforeseen challenges and logistical delays that require additional design revisions and extended construction support. Specifically, the prefabricated restrooms and storage buildings initially planned for the site faced significant manufacturer delays, with fabrication and delivery estimated to take 35 to 40 weeks. To avoid further setbacks, staff recommends proceeding with traditional on-site construction (“stick-built” structures). This change requires new architectural plans and specifications from RJM Design Group, as well as additional construction support services.

In addition, staff and the project team have identified several enhancements to improve functionality, safety, and consistency with other park facilities citywide. These include the installation of security cameras and a monument sign reader board. To accommodate these additional design and construction support services, staff recommends approving Amendment No. 2 to the RJM Design Group agreement. The amendment would extend the contract term through June 30, 2026, and increase the not-to-exceed amount by $200,000, for a revised total of $1,104,455. A detailed breakdown of the proposed additional costs is as follows:

Scope Item Description Amount
Ground-Up Building Design
Architectural design for four
buildings now being constructed onsite rather than prefabricated.$110,120 Security Camera Enhancements
Design services for new security
camera installations on light poles,
including power and conduit
specifications.
$7,000
Monument Sign Reader Board
Attachment
Structural design for adding a
reader board attachment to the park
monument sign.
$7,800
Construction Support Services Extended construction support through project completion. $56,180
Design and Construction
Contingency
Reserve for unforeseen design and
construction needs. $18,900
Total Additional Services $200,000
The project remains on track for completion in Spring 2026.

V. FISCAL IMPACT
The proposed Amendment No. 2 to the Professional Services Agreement with RJM Design Group, Inc. adds $200,000 to the existing contract, increasing the total not-to-exceed amount to $1,104,455. If approved by the City Council, the additional $200,000 will be funded through Development Impact Fee (DIF) Park Funds allocated within Project Expense Account No. 289-80-820-274-8008, as outlined in Resolution No. 25-124, which is being considered as a separate agenda item at this meeting.

VI. EXHIBITS

1. RJM Design Group, Inc. Original Agreement

2. RJM Design Group, Inc. Agreement Amendment 1

3. RJM Design Group, Inc. Agreement Amendment 2
Attachments
Exhibit No. 1 - RJM Design Group, Inc. Original Agreement Exhibit No. 2 - RJM Design Group Amendment 1
Exhibit No 3 - RJM Design Group Amendment 2

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
RJM DESIGN GROUP, INC. 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
RJM DESIGN GROUP, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this O^May of , 2023 by and between the CITY OF CARSON, a California municipal corporation (“City”) and RJM DESIGN GROUP, 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
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.

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.

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

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
Scope of Services.1.1
In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material. inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01007.0001/857206.2 -1-
professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

Consultant’s Proposal.1.2
The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though folly 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.

Licenses. Permits. Fees and Assessments.1.4
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

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

Additional Services.1.8
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

Special Requirements.1.9
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 Nine Hundred Four Thousand Four Hundred Fifty-Five Dollars ($904,455) (the “Contract Sum”), unless additional compensation is approved pursuant to Section

1.8. 01007.0001/857206.2 -3-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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.

Waiver.2.5
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 Maieure.

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

3.4 Term.

ARTICLE 4. COORDINATION OF WORK
Representatives and Personnel of Consultant.4.1
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:

Zachary Mueting Principal
(Title)(Name)
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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 Kenneth Young, Senior Civil Engineer, or such other person as may be 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, 01007.0001/857206.2 -6-
compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

Prohibition Against Subcontracting or Assignment.4.5
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:

General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(a)
Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(b)
Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than (c)
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$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

Professional Liability. Professional liability insurance appropriate to the Consultant’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement.

During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(d)
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. (e)
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

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.
(g)

5.2 General Insurance Requirements.

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 Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
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All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed)
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 guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

Indemnification.5.3
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in 01007.0001/857206.2 -9-
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:

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;
(a)
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;
(b)
In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.
(c)
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be frilly responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant 01007.0001/857206.2 -10-
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 records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

Reports.6.2
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.

Ownership of Documents.6.3
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without 01007.0001/857206.2 -11-
liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

Confidentiality and Release of Information.6.4
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.
(a)
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. (b)
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. (c)
Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any 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.
(d)
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
California Law.7.1
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal 01007.0001/857206.2 -12-
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0001/857206.2 -13-
Rights and Remedies are Cumulative.7.5
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

Legal Action.7.6
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

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

Termination for Default of Consultant.7.8
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001/857206.2 -14-

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION Non-liability of City Officers and Employees.8.1
No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0001/857206.2 -15-

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

Interpretation.9.2
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

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

Integration: Amendment.9.4
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
01007.0001/857206.2 -16-
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.

Warranty & Representation of Non-Collusion.

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.

9.5 9.6
Consultant’s Authorized Initials'

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
01007.0001/857206.2 -17-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CI'TY OF CARSON, a municipal corporation
a Davis-Holmes, Mayor
ATTEST: m3
$O OJ
Dr. Khaleah K. Bradshaw, City Clei
.6% i
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
y
Sunny K. Soltani, City Attorney
[brj]
CONSULTANT:

RJM DESIGN GROUP, INC.,
corporation
a California
By:

Name: Larry P.[F
Title: PrefTderlt
By:
ry Mueting \
irate Secretai
Name:

Title:

Address
01 JJ&91 Carnr
San Juan Capistrano, CA 92675
listrano
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 01007 0001/857206.2 -18-

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_____
15,
V )
On before me, Ammda no^a\u\PuMit/
(insert name and title* of the officer)
personally appeared_____
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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. i

AMANDA JOY MEYER
Notary Public - California
Orange County
Commission* 237600!
My Comm. Expires Sep 23, 202*
n r*
Signature ^ (Seal)

State of California
County of_____ Qxam|
\e>,
)
AmandaW\mU,IvloWqpublic
(insert name ancWitle of the officer^
On before me
personally appeared '-tJkC/V\CIYU
who proved to me on the basis of satisfactory evidence to D<e the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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.

Wj®. AMANOAJOV MEYER
■jgBS Notary Public • California
dSA/ , Orange County
ffi/ Commission H 23760CJ
Comm. Expires Sep 23. 2025
W Signature (Seal)
EXHIBIT “A”

SCOPE OF SERVICES
Consultant will perform the following Services:

General: Provide Professional Landscape Architectural, Architectural, Environmental, and Engineering Services to design and implement the expansion and improvements to Carriage Crest Park located in the City of Carson on the north east comer of West Sepulveda Boulevard and S. Figueroa Street (the “park”). The park improvements, per the City’s current concept plan as of the date of this Agreement, will include the following:

1. Park monument sign

2. Small and large dog park with fencing

3. Pre-fabricated restroom at the dog park

4. Shaded exercise stations

5. One 275’ ballfield with 60’, 70’ & 90’ bases and fencing

6. Two 200’ ballfields with 60’ bases and fencing

7. Scoreboards for three ballfields

8. Two natural turf soccer fields with synthetic turf option

9. 3’ high fencing along Sepulveda Boulevard

10. All-abilities playground

11. Renovation of the existing park building
Decomposed granite walking path12.

13. Covered trash enclosure
Parking lots14.

Multi-Use fenced hard court15.

16. Pre-fabricated concession and restroom building
Two picnic shelters17.

18. Turf volleyball area
Concrete walkways19.
01007.0001/857206.2 A-l

20. Low water use landscape to attract birds and butterflies

21. Efficient irrigation system

22. All park elements are to be lighted

23. Site furnishings throughout the park
Consultant’s design services will, without limitation: (i) address potential impacts of park development on nearby residences; (ii) evaluate grading options (balanced site vs. export); (iii) provide restroom / concessions support amenities for Little League and sporting events; (iv) incorporate new design elements that create a contiguous park experience for residents and visitors; (v) modernize a 5-acre community park that will serve the City for decades to come; and (vi) update improvements to current ADA standards.

The Phases and Tasks for performance of the services will be as follows:B.

Phase A - Project Familiarization and Pre-Desien. To start, Consultant will perform Tasks 1 through 3 (below) simultaneously as a part of the pre-design tasks that familiarizes Consultant’s design team with the project parameters and conditions.

1. Task 1: Project Management
To get the process started, Consultant’s design team will conduct a virtual kick-off meeting with City staff to review project background, project goals and objectives, project scope of work, itemizing critical and high priorities, construction budget, and review of available documents. In general, Consultant anticipates the City will provide all available utility maps, irrigation as-builts and tree survey information, if available. At this kickoff meeting, Consultant will also establish communication protocols, for coordination and reporting of information back to the City, subject to the requirements of this Agreement.

Consultant will coordinate with the City to schedule progress and coordination meetings, prepare meeting agendas, and prepare meeting minutes after their conclusion, subject to the requirements of this Agreement.

2. Task 2: Data Gathering and Analysis
After becoming acquainted with City staff and their intended goals for the project, Consultant will conduct an existing facilities / inventory of the site and the assemblage of background information. Subsequent design decisions will be based on this information as available. Consultant’s team will conduct a visual field investigation to photo document existing conditions including sun patterns and orientation, vehicular and pedestrian 01007.0001/857206.2 A-2
access and circulation, fire access, drainage, topography, security, and physical limitations/extemal influences. Consultant will then review local codes and standards applicable to site development, as well as a thorough review of Los Angeles County Board of Health standards in relation to the concession stand food service.

3. Task 3: Site Investigations
During this preliminary phase, Consultant’s design team will also begin work on the items needed prior to the preparation of the conceptual design, which work will include the following elements:
(1) Topographical Survey - Preparation of base map using new survey information to show existing conditions, to include edge of parking lot for accessible parking spaces, path of travel, above ground utilities, trees, and vegetation.
(2) Geotechnical Soils Report and Soil Infiltration Tests - Prepare Geotechnical soil infiltration tests for the viability of storm water treatment with infiltration best management practices. A formal geotechnical report will include a summary of subsurface conditions, a description of the general geology of the site and geologic constraints that could have an effect on development, and engineering design considerations including seismic design parameters and recommendations for appropriate foundation design.

Agronomic Soil Analysis - Specifically for sports fields to provide prescriptive soil management practices to support active play by local sports leagues, but also for landscape areas to ensure soil is viable to support plant material and identify any required amendments.
(3)
Phase B - Conceptual Desisn/Asency Coordination. Continuing the development process, Consultant will conduct Tasks 4 through 6 concurrently in order to properly conceptualize the potential of the site with the limitations imposed outside agency jurisdictions as well as easement and right-of-way restrictions on the site.

4. Task 4: Preliminary Design
Based upon information garnered from City staff and an evaluation of the previously prepared park concept plan, Consultant shall prepare a preliminary conceptual plan at an appropriate scale showing spatial relationships for each potential feature/element. These plans will illustrate the adjacent relationships of the site elements, parking considerations, and the continuity of the park site as a whole. Consultant will meet with City staff to review the preliminary conceptual plan and incorporate staff comments in a refinement of the preliminary design. With City approval of the preliminary conceptual plan, Consultant will develop a revised conceptual plan to accommodate outstanding City comments. At this time, Consultant will commence the development of a comprehensive 3D model 01007.0001/857206.2 A-3
in order to develop the requested renderings of the various proposed park elements, including specific areas like the dog park areas and ballfield complex, as well as renderings of the new architectural features and play areas. Additional items to be included as part of the preliminary design phase will involve the lighting analysis using photometries of the proposed light fixtures in order to provide sufficient light levels for safety and security. During this time, Consultant will develop a preliminary plant list identifying the landscape material to be used with representative images on a photo board for review and approval. The resulting plans and exhibits will provide illustratives for the project site to be shared with the community at two City Council meetings, and be used as the basis for the development of the itemized construction cost estimate. Consultant will meet with City staff to review revised conceptual plan and prepare for sharing this information with the community in the following tasks.

5. Task 5: Property, Easement and Right-of-Way Support
As a preliminary step before solidifying the intent of the conceptual design, Consultant’s design team will thoroughly review the property boundaries, agency easements and other jurisdictional requirements of the design process. This measure will ensure that Consultant clearly identifies the developable area of the park site while evaluating the restrictions of development within said easements. Consultant shall prepare legal descriptions and plats for all required easements in accordance with City guidelines. All documentation necessary for vacation of public right-of-way (ROW) and merging City parcels shall be provided as directed by the City Engineer.

Task 6: Jurisdictional Coordination. As indicated in the easement phase support, Consultant’s design team will engage with the local utility agencies for the site to assess the power supply with Southern California Edison (SCE) to provide the necessary amperage to power the requested sports field lighting in addition to the safety lighting located throughout the park to provide security and visibility to park visitors. Similarly, the design team will work with the Dominguez District of California Water Service (CWS) to research the availability of reclaimed water usage for landscape irrigation and the connections for potable water for the various facilities programmed throughout the site.

6. Phase C - Construction Document Development. With approval from City Council on the conceptual park plan, Consultant can begin the development of the construction documents. Once again, Consultant will work on several itemized tasks simultaneously in order to be time efficient.

7. Tasks 7 & 8: SCE and CWS Plans of Service.
01007.0001/857206.2 A-4
After making connections with the local utility agencies in Consultant’s early task of Jurisdictional Coordination, Consultant will establish intended plans of service for both water and power. Using its preliminary research to establish its power and water requirements, Consultant can prepare a utility plan that clearly outlines the infrastructure location and routes to the amenity connections. These plans will be folded into Consultant’s complete construction set used for contractor bidding.

Task 9: Final Design and Contract Documents. The key component of the entire project are the contract documents including the construction plans, details, and technical specifications for the improvements. Consultant’s design team will prepare a complete set of construction documents that will include the following plans and details:

8. Demolition Plans
Precise Grading & Drainage Plans and Details
Erosion Control Plans and Details
Construction Plans and Details
Irrigation Plans and Details
Planting Plans and Details
Architectural Plans and Details
Mechanical, Electrical, and Plumbing Plans
Structural Plans
Lighting and Electrical Plans
Plans will be prepared at the requested 60%, 90%, and 100% progress intervals, and will be accompanied by technical specifications and an itemized opinion of probable cost. Technical specifications for each of the above disciplines will be incorporated into the project manual. Site work and building construction specifications shall be prepared utilizing the Standard Specifications for Public Works Construction (Greenbook) format. In addition, all civil engineering Precise Grading & Drainage Plans will be accompanied by Water Quality Management Plans/Low Impact Development and hydrology calculations. Equally, the required structural calculations will accompany the corresponding structural details.

Consultant will host meetings at the end of each City review period for the progress submittal increments in order to review all requested revisions and discuss any changes that would improve the overall design. 01007.0001/857206.2 A-5
Phase D — Engagement & Outreach.

9. Task 10.1: Targeted Internal Engagement.

Consultant will work with the various City departments in a collaborative information sharing workshop to review the development progress in two interdepartmental workshops. These workshops can occur early on in the design development phase and again during the construction document development phase. This close collaboration will allow for discussion of future maintenance scheduling, programming coordination, and constructability of specific plan elements.

10. Task 10.2: Community Outreach Plan
Consultant will employ community outreach in the Conceptual Design phase in order to solicit feedback from the ultimate users of the facility and ascertain the desired amenities and park elements of the neighborhood.

Consultant’s first workshop will provide participants the opportunity to “design” their park using paper cutouts of various park amenities to help the group understand the relationship between various park features as well as the space each of the facilities requires to operate safely. After this initial workshop, Consultant will catalog all of the designs and comments from the community in order to develop a preliminary conceptual design. If two of these preliminary conceptual designs are provided, the second workshop may consist of the community members evaluating and “voting” for their preferred design.

Alternatively, if the City prefers, Consultant will work with City staff to host a workshop where the community can participate in a design review of the project. Community members can learn about the history of the project, proposed improvements, as well as share their feedback. At the end of the workshop, Consultant will summarize the community information for City.

Phase E - Bidding & Construction Observation
Bidding Procedures. Consultant shall assist the City with the Bidding Phase of the project. Questions, clarifications or conflicts arising out of the bidding process will be resolved by addenda prepared by Consultant. Addenda to the contract for construction shall be prepared in writing to document any clarification or modification made to the contract documents. In addition, Consultant shall attend a pre-bid conference and assist the City in reviewing the bid submittals.

Construction Observation. Based on current market conditions within the construction industry and construction management availability, Consultant recommends the City contract with a construction manager at the time of bidding. This will allow for competitive bidding based on current construction availability and rates. Consultant’s proposal has identified an B.
01007.0001/857206.2 A-6
allowance to be held in reserve by the City for contracting these services.

At the time of bidding, Consultant will introduce construction management firms the City may want to contract with.

During the Construction Phase of the project, Consultant shall provide the following services, unless modifications are approved by the City based on City’s involvement/coordination with a construction manager:

Pre-Construction Conference. A pre-construction conference shall be organized and conducted to brief all parties concerned with general and special requirements of the contract for construction. Procedural matters, routing of information, and project representatives shall be defined.

Attendees shall include representatives from the City staff, Consultant, the contractor, and all major subcontractors.

1. Job Site Meetings. Job site meetings shall be scheduled and conducted by the Consultant for the same day and time through the duration of the project.

Scheduling, coordination, requests for information, and changes to the contract for construction are routinely monitored. Consultant shall publish and distribute a field report for each job site meeting, documenting the progress of construction and specifically noting current and delinquent action items.

2. Submittal and Shop Drawing Review. Consultant shall review required shop drawings, RFI responses, and related submittals as defined by the contract documents.

3. Project Close Out. At the completion of the Construction Phase, a final job site meeting and review of the entire facility shall be conducted by Consultant. A final punch list will be published and distributed by the Consultant to all parties concerned, specifically noting required corrections, non-conforming work, and work remaining to be completed. A second walk-through shall be conducted when all punch list items have been corrected, at which time a Final Notice of Completion shall be filed by the City.

4. Record Drawings. Consultant will review contractor-submitted Record Drawings for contract conformance and completeness based upon field observations made during the construction observation/administration task and the original contract documents. Consultant shall not be held responsible for inaccuracies of the contractor-provided record drawings.

Any site visits required to verify information contained on the contractor’s as-built drawings will be provided on an hourly basis.

5. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City (deliverables):

II.

Phase A:A.
01007.0001/857206.2 A-7
Data Gathering & Site Analysis - Site Analysis Plan; Opportunities and Constraints Map; Photo Inventory of Existing Conditions.

Site Investigations - Topographic Base Map; Geotechnical Report with Infiltration Analysis; Agronomic Soil Analysis Report with Recommendations.

1. 2.

B. Phase B:

Conceptual Park Design and Conceptual Park Design Refinement1.

Color Renderings of Proposed Park Elements from 3D Model Color Renderings of Proposed Architectural Improvements and Play Areas

2. 3.

4. Photometric Light Analysis
Proposed Plant Material Photo Board5.

Legal descriptions and plats for all required easements; documentation necessary for vacation of public ROW and merging City parcels.

6. Phase C:C.

SCE Plan of Service1.

2. CWS Plan of Service
Plans, Technical Specifications and Estimate (PSE) for 60% Progress Submittal.

3. 4. PSE for 90% Progress Submittal

5. PSE for 100% Progress Submittal
D. Phase D:

Plans and Graphic Elements to Illustrate the Conceptual Park Plan for Interdepartmental City and Community Workshops

1. Phase E:E.

Review of required shop drawings, RFI responses, and related submittals as defined by the contract documents

1. 2. Project close out punch list

3. Review of record drawings
01007.0001/857206.2 A-8
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:

III.

A. Phase E - Field report for each job site meeting.

As part of the Services, Consultant will conduct or participate in (as applicable) the following meetings:

IV.

A. Phase A:

1. Virtual kick-off meeting with City staff

2. Progress and coordination meetings

3. Field investigation
Phase B:B.

1. Meeting with City staff to discuss refinements to Preliminary Design Additional Meeting with City staff to gain Approval of Preliminary Design to move forward into Construction Document Development

2. City Council Meeting Presentations of Conceptual Park Design & Park Elements.

3. C. Phase C:

Meeting with City staff to discuss refinements to 60% Progress Plans1.

2. Meeting with City staff to discuss refinements to 90% Progress Plans

3. Meeting with City staff to discuss refinements to 100% Progress Plans

4. Final Meeting with City staff to gain Approval of Final Design Documents Phase D:D.

1. Two Interdepartmental City Workshops

2. Two Community Workshops
Phase E:E.

Pre-Construction conference1.

2. Job site meetings - 24
01007.0001/857206.2 A-9
Final job site meeting, review of facility, and second walk-through for project close out

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

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

Zachary Mueting, PrincipalA.

Andrew Steen, Project Landscape ArchitectB.

David Dzwilewski, Sports Field ConsultantC.

D. RM Architecture, Rubio Medina - Approved Subconsultant, Architecture civTEC, Tom Careelli - Approved Subconsultant, Civil EngineeringE.

FBA Engineering, Bill Zavrsnick - Approved Subconsultant, Electrical Engineering
F.

Glasir Design, Chris Curry (SBE Certification Pending) - Approved Subconsultant, Irrigation Design
G.

GMU Geotechnical, Inc., Greg Silver
Geotechnical/Structural Engineering
H. Approved Subconsultant,
I. RGI Utility Consultants, Robert Gregory - Approved Subconsultant, Utilities 01007.0001/857206.2 A-10
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(additions shown in bold italics, deletions in strikethrough) I. Section 1.1 (Scope of Services) fa amended to read in its entirety as follows:

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 professional standards” shall mean those standards of practice recognized by one or more first class-firms performing similar work under similar circumstances.” II. Section 1.3 (Compliance with Law) fa amended to read in its entirety as follows:

Compliance with Law.1.3
“Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all applicable 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.”
III. Section 1.5 (Familiarity with Work) is amended to read in its entirety as follows:

1.5 Familiarity with Work.
“By executing this Agreement, Consultant represents warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant represents warrants that Consultant has or will investigate the project site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of 01007.0001/857206.2 B-l
such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.”
A new Section 1.10, “Compliance with Labor and Wage Laws,1 the Agreement, to read in its entirety as follows:
is hereby added toIV.

1.10 Compliance with Labor and Wage Laws.

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.
(a)
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. (b)
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 etseq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer. (c)
Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages.

The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d)
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 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. (e)
(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. 01007.0001/857206.2 B-2
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.

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.
(g)
Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (lYi) times the basic rate of pay. (h)
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:
(0
“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 selfinsurance 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.” 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 certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.”
(D
01007.0001/857206.2 B-3
V. Section 2.3 (Reimbursable Expenses) is amended to read in its entirety as follows:

Reimbursable Expenses. ;2.3
“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, and as set forth in the Scope of Services (Exhibit “A”).

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 net be entitled to any additional compensation for attending said meetings at the rates set forth in Exhibit C-l, if such additional services are authorized pursuant to Section 1.8.”
VI. Subsection (c) of Section 5.1 (Insurance Coverages) is amended to read in its entirety as follows:
“(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned (if any), nonowned, leased, hired cars and any automobile.” Section 5.2 (General Insurance Requirements) is amended to read in its entirety as follows:

VII.

General Insurance Requirements.

5.2 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 (or ten (10) days’ notice if cancellation is due to non-payment of premium) 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 01007.0001/857206.2 B-4
appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall confonn 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 (OR TEN[IOJ DAYS’ NOTICE

IF DUE TO NON-PAYMENT OF PREMIUM) TO CERTIFICATE HOLDER NAMED HEREIN. A
[to be initialed]
Consultant Initials
City, its respective elected
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 selfinsured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.”
appointed officers, directors, officials, employees, agents 01007 0001/857206.2 B-5
Line items for all other approved reimbursable expenses claimed, with supporting documentation.

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

The total compensation for the Services shall not exceed $904,455 as provided in Section 2.1 of this Agreement.

IV.

V. The Consultant’s billing rates for additional services not included within the scope of services (which would need to be authorized pursuant to Section 1.8) are attached as Exhibit C-l.
01007.0001/857206.2 C-2
EXHIBIT C-l
CONSULTANTS’ HOURLY RATES
RJM DESIGN GROUP, INC.
$210 per hour
$180 per hour
Principal Landscape Architect
Associate Landscape Architect
Architect $165jDerhourLandscape
Job Captain / Landscape Designer $150 per hour
Technician / Graphics $135 per hourCADD
Clerical $95 per hour

RUBIO MEDINA
Architect $150 per hourProject
Project Manager $135 per hour
$65 per hour
$35 per hour
Drafting
Clerical

CIVTEC (CIVIL ENGINEERING/SURVEY
Principal
Project Manager
$185 per hour
$150 per hour
Project Engineer
Project Surveyor
Design Engineer
$125 per hour
$120 per hour
$100 per hour
Draftperson $75 per hour
Project Assistant
2-Man Survey Crew
$60 per hour
$275 per hour
3-Man Survey Crew $355 per hour

FBA ENGINEERING
/ Project Director $210 per hourPrincipal
V.P. / Senior Associate $160 per hour
/ Project Manager $160 per hourAssociate
Construction Support $135 per hour
Designer $110 per hourElectrical
CAD / BIM Designer $90 per hour
Technical Typist $50 per hour
GLASIR
On-Sfte Consulting $135 per hour
Designer $110 per hourIrrigation
Check $110 per hourPlan
01007.0001/857206.2 C-l-1
GMU
Principal / Director $280 per hour
Associate Engineer or Geologist
Senior Engineer or Geologist
$255 per hour
$235 per hour
$200 per hour
$180 per hour
$165 per hour
$120 per hour
Project Engineer or Geologist
Senior Staff Engineer or Geologist
Staff Engineer of Geologist
CAD / GIS Design Engineer
Document Preparation and Project Services $105 per hour

RGI UTILITY CONSULTANTS
Principal $225 per hour
Senior Project Manager $205 per hour
$185 per hour
$165 per hour
Project Manager
Utility Coordinator
CAD Operator $155 per hour
Assistant $135 per hourAdministrative
‘Charges for subconsultant services are billed at cost plus a 15% coordination fee.

Billings for all time and materials and contract extension work shall be In accordance with the level of work performed based on the categories listed above.

Hourly rates will be escalated each August 1st In accordance with any Increase In the Consumer Price Index or other mutually agreed upon cost Index, beginning with August 1, 2023. Provisions for fee escalation pertain to all contract extensions and additional work. 01007.0001/857206.2 C-l-2
EXHIBIT “D 99

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

CITY of CARSON
PROJECT SCHEDULE JAN FEB MAR APR MAr JUN JUl AUG SEPT OCT NOV DEC I'm'M-R’M’H’H'l'H-l.'H'l.-l'l1! l-H-l-l'I-H-l'H-l-l-H-H-H-M-H'l- i I * ■
Awvd of ContrxT
*™rri
u
13 i)
r«as *ropwrr,
r-« t
O' D« Oi
set PfOKM Plan o< 5#<w»
f0*up\ ird Coatncx Oocumtf«s
C«>*»*i«woft0KPTOgM*Pg
^tcj:*n i».t ox Connuxtio* O
Cj< —view of <0S Progress P«!
Co —wwoflCOHProtreisPSt
Di
lai SB
i:i 111111111 ii 11 11 i i T-r:n:rri.Yi u 111 ,i 1111 T~n. Utkll w<Oi Crt j •' Ctw
Note: All dates, timeframes, and deadlines specified in the schedule above (from Consultant’s proposal) shall be deemed adjusted to account for the difference in time between the contemplated date of “Award of Contract referenced in the schedule above (third week of January, 2023) and the actual date of this Agreement.

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

A. Phase A Deliverables - See Section I of this Exhibit '‘D,” above.

B. Phase B Deliverables - See Section I of this Exhibit “D,” above.

C. Phase C Deliverables - See Section I of this Exhibit “D,” above.

D. Phase D Deliverables - See Section I of this Exhibit “D,” above.

E. Phase E Deliverables - See Section I of this Exhibit “D,” above The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

III.
01007.0001/857206.2 D-l
RJMDESI-01 MCCOWANA
/XCORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY 9/6/2022 INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

PRODUCER License # 0E67768 8§HE NAME:_______________
ACT Ali Smith
IOA Insurance Services
4370 La Jolla Village Drive
Suite 600
San Diego, CA 92122
(A/cNNEo, Ext): (619) 788-5795 50206 (A/C, No): (619) 574-6288 E-MAIL
ADDRESS. [email protected]

INSURER(S) AFFORDING COVERAGE
insurer a :RLi insurance Company
insurers: Arch insurance Company
INSURER C:

NAIC #
13056
INSURED 11150
RJM Design Group, inc.
31591 Camino Capistrano
San Juan Capistrano, CA 92675

INSURER D

INSURER E

INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

POLICY EFF
fMM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

INSR ADDL
1NSD
SUBR

LTR TYPE OF INSURANCE WVD POLICY NUMBER UMITS
A X COMMERCIAL GENERAL LIABILITY 2,000,000 EACH OCCURRENCE $ a DAMAGE TO RENTED
PREMISES (Ea occurrence) CLAIMS-MADE OCCUR PSB0007263 9/30/2022 1,000,000 Cont Liab/Sev of Int
X X 9/30/2023 A
X 10,000 MED EXP (Any one person)
2,000,000 PERSONAL & ADV INJURY
4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:

PROJECT

GENERAL AGGREGATE
POLICY LOC a □ 4,000,000 PRODUCTS - COMP/OP AGG
Ded 0 OTHER: i.

A COMBINED SINGLE UMIT
(Ea accident
BODILY INJURY (Per person)
AUTOMOBILE LIABILITY 1,000,000 1.

ANY AUTO X X PSA0002412 9/30/2022 9/30/2023
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
No Co. Owned
Autos

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
BODILY INJURY (Per accident)$
PROPERTY DAMAGE x x (Per accident) A
X
A X X OCCUR 1,000,000

CLAIMS-MADE

UMBRELLA LIAB EACH OCCURRENCE A
EXCESS LIAB PSE0003628 9/30/2022 9/30/2023 1,000,000 AGGREGATE A

X DED RETENTIONS
A PER OTHX STATUTE WORKERS COMPENSATION
AND EMPLOYERS’ LIABILITY ER
Y/N X PSW0004066 9/30/2022 9/30/2023 1,000,000
(Mandatory

OFFICER/MEMBER

ANY PROPRIETOR/PARTNER/EXECUTIVE
In NH)
EXCLUDED? □ If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. EACH ACCIDENT N/A 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L DISEASE - POUCY UMIT
Prof Liab/CIms Made PAAEP0031105
PAAEP0031105
10/1/2022
10/1/2022
10/1/2023
10/1/2023
B Per Claim 2,000,000
B Ded.: $25K Per Claim Aggregate 2,000,000
DESCRIPTION OF OPERATIONS/ LOCATIONS/VEHICLES (ACORD101, Additional Remarks Schedule, may be attached if mote space Is tequlted) Re: Landscape Architectural Services
City of Carson, its elected and appointed officers, employees, volunteers and agents are Additional Insured with respect to General and Auto Liability pe attached endorsements as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General & Auto Li and Workers’ Compensation.
30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURANCE APPROVED
City of Carson
m
Attn: Robert Lennox
701 E Carson Street
ICarson. CA 90745_
AUTHORIZED REPRESENTATIVE 3/9/2023
ACORD 25 (2016/03) ©1988-2015
caim
ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Named Insured: RJM Design Group, Inc.

Policy Number: PSA0002412
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. Broad Form Named Insured
The following is added to the SECTION II -
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

Any business entity newly acquired or formed by you
during the policy period, provided you own fifty
percent (50%) or more of the business entity and the
business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days
following the acquisition or formation of the business
entity.

This provision does not apply to any person or
organization for which coverage is excluded by
endorsement.

B. Employees As Insureds
The following is added to the SECTION II -
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision, Any "employee" of yours is an “insured” while using
a covered “auto" you don't own, hire or borrow in
your business or your personal affairs.

C. Blanket Additional Insured
The following is added to the SECTION II -
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

Any person or organization that you are required to
include as an additional insured on this coverage
form in a contract or agreement that is executed by
you before the “bodily injury" or "property damage"
occurs is an “insured” for liability coverage, but only for damages to which this insurance applies and
only to the extent that person or organization
qualifies as an "insured" under the Who Is An
Insured provision contained in SECTION II -
COVERED AUTOS LIABILITY COVERAGE.

The insurance provided to the additional insured will
be on a primary and non-contributory basis to the
additional insured’s own business auto coverage if
you are required to do so in a contract or agreement
that is executed by you before the "bodily injury" or
"property damage” occurs.
“loss", provided that the “accident" or “loss” arises
out of the operations contemplated by such contract.

The waiver applies only to the person or
organization designated in such contract.

E. Employee Hired Autos

1. The following is added to the SECTION II -

COVERED AUTOS LIABILITY COVERAGE,
Paragraph A.1. Who Is An Insured Provision:

An "employee" of yours is an "insured" while
operating an “auto" hired or rented under a
contract or agreement in that "employee's”
name, with your permission, while performing
duties related to the conduct of your business.

2. Changes In General Conditions:

Paragraph 5.b. of the Other Insurance Condition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following:
b. For Hired Auto Physical Damage Coverage,
the following are deemed to be covered
“autos" you own:
(1) Any covered “auto" you lease, hire, rent
or borrow; and
(2) Any covered "auto" hired or rented by
your “employee” under a contract in that
individual "employee's” name, with your
permission, while performing duties
related to the conduct of your business.

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

F. Fellow Employee Coverage

SECTION II
COVERAGE, Exclusion B.5. does not apply if you
have workers compensation insurance in-force
covering all of your employees.

G. Auto Loan Lease Gap Coverage

SECTION III - PHYSICAL DAMAGE COVERAGE,
C. Limit Of Insurance, is amended by the addition
of the following:

In the event of a total "loss” to a covered “auto"
shown in the Schedule of Declarations, we will pay
any unpaid amount due on the lease or loan for a
covered “auto", less:
i

COVERED AUTOS LIABILITY
D. Blanket Waiver Of Subrogation
The following is added to the SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions,

5. Transfer Of Rights Of Recovery Against
Others To Us:

We waive any right of recovery we may have against
any person or organization to the extent required of
you by a contract executed prior to any "accident' or

1. The amount paid under the PHYSICAL
DAMAGE COVERAGE section of the policy;
and

2. Any:
a. Overdue lease/loan payments at the time of
the "loss”;
PPA 300 03 13
Policy Number: PSB0007263
Named Insured:

RLI Insurance Company
RJM Design Group, Inc.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack FOR PROFESSIONALS

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

BUSINESSOWNERS COVERAGE FORM - SECTION II - LIABILITY

1. C. WHO IS AN INSURED is amended to include as
an additional insured any person or organization that
you agree in a contract or agreement requiring
insurance to include as an additional insured on this
policy, but only with respect to liability for “bodily
injury", "property damage" or "personal and
advertising injury" caused in whole or in part by you
or those acting on your behalf:
a. In the performance of your ongoing operations;
b. In connection with premises owned by or rented
to you; or
c. In connection with “your work” and included
within the “product-completed operations
hazard”.

2. The insurance provided to the additional insured by
this endorsement is limited as follows:
a. This insurance does not apply on any basis to
any person or organization for which coverage
as an additional insured specifically is added by
another endorsement to this policy.
b. This insurance does not apply to the rendering
of or failure to render any "professional
services".
c. This endorsement does not increase any of the
limits of insurance stated in D. Liability /Mid
Medical Expenses Limits of Insurance.

3. The following is added to SECTION III H.2. Other
Insurance - COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION II -

LIABILITY)
However, if you specifically agree in a contract or
agreement that the insurance provided to an
additional insured under this policy must apply on a
primary basis, or a primary and non-contributory
basis, this insurance is primary to other insurance
that is available to such additional insured which
covers such additional insured as a named insured,
and we will not share with that other insurance,
provided that:
a. The "bodily injury" or "property damage" for
which coverage is sought occurs after you have
entered into that contract or agreement; or
b. The "personal and advertising injury" for which
coverage is sought arises out of an offense
committed after you have entered into that
contract or agreement.

4. The following is added to SECTION III K. 2.

Transfer of Rights of Recovery Against Others to
Us - COMMON POLICY CONDITIONS (BUT

APPLICABLE TO ONLY TO SECTION II -

LIABILITY)
We waive any rights of recovery we may have
against any person or organization because of
payments we make for "bodily injury", "property
damage" or "personal and advertising injury" arising
out of "your work" performed by you, or on your
behalf, under a contract or agreement with that
person or organization. We waive these rights only
where you have agreed to do so as part of a
contract or agreement with such person or
organization entered into by you before the "bodily
injury" or "property damage" occurs, or the "personal
and advertising injury" offense is committed.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPB 304 02 12 Page 1 of 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 RJM Design Group, Inc., a California corporation (<Consultant=) is effective as of the 19th day of July, 2024. City and Consultant are sometimes hereinafter individually referred to as <Party= and hereinafter collectively referred to as the <Parties.=

RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services dated July 20, 2023 (<Agreement=) whereby Consultant agreed to provide professional landscape architectural, architectural, environmental, engineering, and construction support services to design and implement the expansion and improvements to Carriage Crest Park (<Park=) located in the City of Carson on the north east corner of West Sepulveda Boulevard and S. Figueroa Street, for a not to exceed contract sum of $904,455. The term of the Agreement was set to expire July 19, 2024.

B. City and Consultant now desire to amend the Agreement to extend the term to December 31, 2025, to allow for Consultant to continue to provide construction support services for the Park, effective retroactive to July 19, 2024.

C. Section 2611(m)(1) of the City9s Municipal Code authorizes the City Manager to approve contract amendments for extensions of time only.

TERMS
1, Contract Changes. The Agreement is amended as provided herein (new text in bold italics and deleted text in strikethreugh).

A. 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 /ater than December 25, 2025exceeding4one4)-years4fromthehdearetoef, except as otherwise provided in the Schedule of Performance (Exhibit <D=).= B. Exhibit D (Schedule of Performance) of the Agreement is hereby amended as follows:

Phase E, Task 11 deadline will be extended to December 31, 2025. 01007.0006/939997.1

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

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

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

5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment.
[SIGNATURES ON FOLLOWING PAGE]
01007.0006/939997, |
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date(s) and year written below.

CITY:
wa <ul municipal corporation
David Roberts, Jr, City Manager
, 2024
Kourtney, CullorS
Chick DepedHt
Cit Clerk
(co Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP ASW Ay
- Oy yp
4 L, a
CF LY 2
Sunny K. Soltani, City Attorney
[rjl]
CONSULTANT:

RJM DESIGN GROUP, INC., a California
corporation
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT9S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT?9S BUSINESS ENTITY. 01007.0006/939997.1
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date(s) and year written below.

CITY:

CITY OF CARSON, a municipal corporation
David C. Roberts, Jr., City Manager
, 2024
ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[yl]
CONSULTANT:

RJM DESIGN GROUP, INC., a California
corporation
By:L
Name: Lar
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT9S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT9S BUSINESS ENTITY. 01007.0006/939997. 1

STATE OF CALIFORNIA
nes a sll Amanala Eiovman, ,
8 . 1 On S2 prem 2024 before me, NOTA ry Publi sonally appeared LAY Vy P : CYAN ved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand ~ seal.

Signature:
(\ L 7
V\ J
U?

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.

AMANDA JOY GORMAN
Notary Public - California = &
Orange County 5
Commission # 2376005

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE(S) TITLE OR TYPE OF DOCUMENT
PARTNER(S) [J LIMITED
| GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S) NUMBOF EPRAGE S

GUARDIAN/CONSERVATOR
OOOO
OTHER

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

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0006/939997.1

STATE OF CALIFORNIA
COUNTY OF LOS a ae Amanda Gov ienea N , .

On Sseeppt+reeym yi2 4 beIfro re me, Notary 4 F pubA
lL ty appeared tac har mew" | IV , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed tothe within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: LAIN /\

AMANDA JOY GORMAN
Notary Public « California
Orange County
Commission # 2376605
My Comm. Expires Sep 23, 2625 j

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) TITLE OR TYPE OF DOCUMENT
PARTNER(S) [J LIMITED
| GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S) NUMBER OF PAGES

GUARDIAN/CONSERVATOR
OOOO
OTHER

O o§F5oF
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0006/939997. 1
4 ACCORD
ee CERTIFICATE OF LIABILITY INSURANCE

MCCOWANA

DATE (MMIDD/YYYY)
9/26/2024
RJMDES!-01
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). propucer License # 0E67768
IOA Insurance Services
3636 Nobel Drive
Suite 410
San Diego, CA 92122
GonTacT Ali Smith
(1G No, Ext): (619) 788-5795 50206 | FAX \10)(619) 574-6288 EMAL<< . [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURAE: RRL I Insurance Company 13056
INSURED insuRER B: Arch Insurance Company 11150
RJM Design Group, Inc. INSURER C :
31591 Camino Capistrano INSURER D:

San Juan Capistrano, CA 92675
INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

INS TYPE OF INSURANCE 8Neb yu POLICY NUMBER (MM/DDIVYYY) | (MM/DDIVYYY) LIMITS A | X | COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 2,000,000 | cLaims-mape [ X | occur x | x |PSB0007263 9/30/2024 | 9/30/2025 |DAMAGETORENTED |. 1,000,000 |X | Cont Liab/Sev of Int MED EXP (Any one person) _|$ 10,000 |_| PERSONAL & ADV INJURY _|$ 2,000,000
|G EN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY SECT L Loc PRODU- CCOTMPS/OP AGG | $ 4,000,000
OTHER:

Ded 5 0
A |A UTOMOBILE LIABILITY feS e eadent)> label 5 1,000,000 ANY AUTO X | X |PSA0002412 9/30/2024 | 9/30/2025 | BopiLy INJURY (Per person) | $ | OWNED SCHEDULED
|__| AUTOS ONLY AUTOS BODILY INJURY (Per accident) | $
9 PROPERTY DAMAGE
| X | AUTOS ONLY AGTOS ONLY (Per accident) $
X No Go. Owned 5
A |X| umpretvaviaa | X | occur EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE PSE0003628 9/30/2024 | 9/30/2025 AGGREGATE § 1,000,000 X | peo |__| retentions 0 § a
PER OTH- Xie | 1
ANY PROPRIETOR/PARTNER/EXECUTIVE X |PSwo004066 9/30/2024 | 9/30/2025 | 1 each ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A 1,000,000
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE! $ gUNUs
If yes, describe under 1,000,000
DESGRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ oa B |Prof Liab/Clms Made PAAEP0031107 10/1/2024 | 10/1/2025 |Per Claim 2,000,000 B |Ded.: $25K Per Claim PAAEP0031 107 10/1/2024 | 10/1/2025 |Aggregate 2,000,000 Re: Landscape Architectural Services
and Workers9 Compensation.

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson, its elected and appointed officers, employees, volunteers and agents are Additional Insured with respect to General and Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General & Auto Liability 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions.

CERTIFICATE HOLDER CANCELLATION
Insurance Approved
DJ
10/08/24
City of Carson
701 E Carson Street
\Carson, CA 90745

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

The ACORD name and logo are registered marks of ACORD
Policy Number: PSB0007263
Named Insured: pyyy Design Group, Inc.

This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM - SECTION II 4 LIABILITY

1. 2.

3. RLI Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR PROFESSIONALS

BLANKET ADDITIONAL INSURED ENDORSEMENT
C. WHO IS AN INSURED is amended to include as
an additional insured any person or organization that
you agree in a contract or agreement requiring
insurance to include as an additional insured on this
policy, but only with respect to liability for "bodily
injury", <property damage" or "personal and
advertising injury" caused in whole or in part by you
or those acting on your behalf:
a. Inthe performance of your ongoing operations;
b. In connection with premises owned by or rented
to you; or
c. In connection with <your work= and_ included
within the <product-completed operations
hazard=.

The insurance provided to the additional insured by
this endorsement is limited as follows:
a. This insurance does not apply on any basis to
any person or organization for which coverage
as an additional insured specifically is added by
another endorsement to this policy.
b. This insurance does not apply to the rendering
of or failure to render any _ "professional
services9.
c. This endorsement does not increase any of the
limits of insurance stated in D. Liability And
Medical Expenses Limits of Insurance.

The following is added to SECTION Ill H.2. Other
Insurance 4 COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION Il 4-

The following is added to SECTION Ill K. 2.

Transfer of Rights of Recovery Against Others to
Us - COMMON POLICY CONDITIONS (BUT
APPLICABLE TO ONLY TO SECTION Il -

LIABILITY)
We waive any rights of recovery we may have
against any person or organization because of
payments we make for <bodily injury", "property
damage" or "personal and advertising injury" arising
out of "your work" performed by you, or on your
behalf, under a contract or agreement with that
person or organization. We waive these rights only
where you have agreed to do so as part of a
contract or agreement with such person or
organization entered into by you before the "bodily
injury" or "property damage" occurs, or the "personal
and advertising injury" offense is committed.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPB 304 02 12 Page 1 of 1
Named Insured: RJM Design Group, Inc.

Policy Number: PSA0002412
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. Broad Form Named [Insured <loss=, provided that the <accident= or <loss= arises The following is added to the SECTION Il 4
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

This provision does not apply to any person or
organization for which coverage is excluded by
endorsement.
. Employees As Insureds
The following is added to the SECTION Il 4-
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An insured Provision:

Any <employee= of yours is an <insured= while using
a covered <auto= you don't own, hire or borrow in
your business or your personal affairs.
. Blanket Additional Insured
The following is added to the SECTION II 4
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

Any person or organization that you are required to
include as an additional insured on this coverage
form in a contract or agreement that is executed by
you before the <bodily injury= or <property damage"
occurs is an <insured= for liability coverage, but only for damages to which this insurance applies and
only to the extent that person or organization
qualifies as an <insured= under the Who Is An
insured provision contained in SECTION Hl 4
COVERED AUTOS LIABILITY COVERAGE.

The insurance provided to the additional insured will
be on a primary and non-contributory basis to the
additional insured9s own business auto coverage if
you are required to do so in a contract or agreement
that is executed by you before the <bodily injury= or
<property damage= occurs.
. Blanket Waiver Of Subrogation
The following is added to the SECTION IV 4 BUSINESS AUTO CONDITIONS, A. Loss Conditions,

5. Transfer Of Rights Of Recovery Against
Others To Us:

We waive any right of recovery we may have against
any person or organization to the extent required of
you by a contract executed prior to any <accident= or
PPA 300 03 13
out of the operations contemplated by such contract,
The waiver applies only to the person or
organization designated in such contract.

Employee Hired Autos

1. The following is added to the SECTION II 4

COVERED AUTOS LIABILITY COVERAGE,
Paragraph A.1. Who fs An Insured Provision:

An <employee= of yours is an <insured= while
operating an <auto" hired or rented under a
contract or agreement in that <employee's=
name, with your permission, while performing
duties related to the conduct of your business.

2. Changes In General Conditions:

Paragraph 5.b. of the Other Insurance Condition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following:
b. For Hired Auto Physical Damage Coverage,
the following are deemed fo be covered
<autos= you own:
(1) Any covered <auto" you lease, hire, rent
or borrow; and
(2) Any covered <auto= hired or rented by
your <employee= under a contract in that
individual <employee's9 name, with your
permission, while performing duties
related to the conduct of your business.

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

Fellow Employee Coverage

SECTION II - COVERED AUTOS LIABILITY
COVERAGE, Exclusion B.§. does not apply if you
have workers compensation insurance in-force
covering all of your employees.
. Auto Loan Lease Gap Coverage
SECTION Ili - PHYSICAL DAMAGE COVERAGE,
C. Limit Of Insurance, is amended by the addition
of the following:

In the event of a total <loss= to a covered <auto"
shown in the Schedule of Declarations, we will pay
any unpaid amount due on the lease or loan for a
covered <auto=, less:

1. The amount paid under the PHYSICAL
DAMAGE COVERAGE section of the policy;
and

2. Any:
a. Overdue lease/oan payments at the time of
the <loss":

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers9 compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
All persons or organizations that are party to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you have agreed with in a written contract to provide this executed the contract before the loss. agreement.

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 09-30-2024 Policy No. PSW0004066 Endorsement No.

Insured Insurance Company
RJM Design Group, Inc. RLI Insurance Company
Countersigned By
©1998 by the Workers9 Compensation Insurance Rating Bureau of California. All rights reserved. 01007.0006 2039125.4
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 RJM Design Group, Inc., a California corporation (“Consultant”) is effective as of the ____ day of November, 2025. City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services dated July 20, 2023 (“Agreement”) whereby Consultant agreed to provide professional landscape architectural, architectural, environmental, engineering, and construction support services to design and implement the expansion and improvements to Carriage Crest Park (“Park”) located in the City of Carson on the north east corner of West Sepulveda Boulevard and S. Figueroa Street, for a not to exceed contract sum of $904,455. The term of the Agreement was set to expire July 19, 2024.

B. City and Consultant entered into an amendment to the Agreement dated July 19, 2024 (“Amendment No. 1”) to extend the term to December 25, 2025 (this was done inadvertently as it was intended to be extended to December 31, 2025), to allow Consultant to continue to provide construction support services for the Park.

C. City and Consultant now desire to amend the Agreement to extend the term to June 30, 2026 and to increase the Contract Sum by $200,000 thereby bringing the Contract Sum from $904,455 to $1,104,455.

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

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

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment No. 2.

2. Terms and Definitions. All words, terms and phrases used or referenced in this Amendment No. 2, not expressly defined in this Amendment No. 2, shall have the same meaning ascribed to them in the Agreement.
01007.0006 2039125.4

3. Contract Changes. The Agreement is amended as provided herein (new text 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 One Million One Nine Hundred Four Thousand Four Hundred Fifty-Five Dollars ($1,104,455 $904,455) (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 shall continue in full force and effect until completion of the services but not later than June 30, 2026 December 25, 2025, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”
C. Section IV. of Exhibit C (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:
“IV. The total compensation for the Services shall not exceed $1,104,455 $904,455 as provided in Section 2.1 of this Agreement.”
D. Exhibit D (Schedule of Performance) of the Agreement is hereby amended as follows:

Phase E, Task 11 deadline will be extended to June 30, 2026.

4. 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 this Agreement.

5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement and Amendment No. 1. Each party represents and warrants to the 01007.0006 2039125.4
other that there have been no written or oral modifications to the Agreement other than as provided herein and Amendment No. 1. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1 and this Amendment No. 2, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

7. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.

8. 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]
01007.0006 2039125.4
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the date(s) and year written below.

CITY:

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

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

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

RJM DESIGN GROUP, INC., a California
corporation
By:

Name: Larry P. Ryan
Title: President
By:

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

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 26.

To: Honorable Mayor and City Council
From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER APPROVAL OF FINAL PARCEL MAP NO. 84441: A SUBDIVISION OF ONE PARCEL INTO TWO PARCELS LOCATED AT 101 & 117 EAST CARSON STREET (CITY COUNCIL) I. SUMMARY
On March 15, 2025, City staff inadvertently presented an incomplete version of Final Parcel Map No. 84441 (see Exhibit 1) to the City Council for approval. The map pertains to the properties located at 101 and 117 East Carson Street. Following the Council’s action, the County of Los Angeles identified the error during the recordation process and subsequently rejected the map, noting that additional corrections and adjustments were needed by the applicant. As a result, the map was not recorded. Since that time, the applicant has corrected the deficiencies and resubmitted a revised map to the County of Los Angeles Department of Public Works for review. On September 3, 2025, the County issued a letter recommending approval of the corrected Final Parcel Map (see Exhibit 2).

City staff now requests that the City Council approve the corrected Final Parcel Map No. 84441 (see Exhibit 3), which proposes a lot split for commercial use. The property, currently recorded as a 35,004-square-foot lot occupied by Yoshinoya (101 East Carson Street) and Frosty Freeze (117 East Carson Street), would be divided into two separate parcels:

Parcel One: 101 East Carson Street – approximately 20,505 square feet Parcel Two: 117 East Carson Street – approximately 14,499 square feet Approval of this action will allow both existing commercial businesses to operate independently on their respective lots while maintaining compliance with local land use and subdivision regulations.

II. RECOMMENDATION
TAKE the following actions:

1. RESCIND approval of Council Action on March 18, 2025, Item No. 25 for Final Parcel Map No. 84441;

2. APPROVE Final Parcel Map No. 84441 for a lot split for commercial purposes located at 101 & 117 East Carson Street;

3. MAKE the findings listed in the body of this report; and,

4. INSTRUCT the City Clerk to endorse the certificate that embodies the approval of said Parcel Map on the face of Parcel Map No. 84441.

III. ALTERNATIVES
DO NOT APPROVE Final Parcel Map No. 84441. However, the Subdivision Map Act requires that the City Council approve the Final Parcel Map once all conditions have been met.

IV. BACKGROUND
On September 24, 2024, the Planning Commission approved Tentative Parcel Map No. 84441, which proposed to subdivide the lot located at 101 and 117 East Carson Street into two separate parcels (see Exhibit 4). The existing 35,004-square-foot lot will be divided into: Parcel One, located at 101 East Carson Street and comprising 20,505 square feet; and Parcel Two, located at 117 East Carson Street and comprising 14,499 square feet. For reference only, a private property owner may choose to subdivide a property with multiple tenants for several practical reasons. Often, it allows each business or tenant to own or lease a distinct parcel, which can simplify property management, clarify maintenance responsibilities, and provide flexibility for future financing, redevelopment, or sale of one parcel without affecting the other. This type of lot split can also help align property boundaries with existing uses and structures.

The subject property is located within the Downtown Mixed Use (DMX) Zone, with a General Plan Land Use Designation of Downtown Mixed Use. The site is situated along Carson Street in the southwest portion of the City.

Site Information Summary:

General Plan Land Use: Downtown Mixed Use
Zoning District: DMX (Downtown Mixed Use)
Site Size: 0.67 acre
Current Use: Commercial (Yoshinoya and Frosty Freeze)
Surrounding Uses:

North: DMX
South: DMX
East: DMX
West: DMX
The proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15315 (Minor Land Division). This exemption applies to divisions of property in urbanized areas into four or fewer parcels when the proposed division conforms to the General Plan and zoning standards, requires no variances or exceptions, provides adequate access and services, has not been part of a recent subdivision within two years, and does not involve significant slopes. The proposed project meets all these criteria, and no exceptions to the categorical exemption apply under CEQA Guidelines Section 15300.2.

The Los Angeles County Department of Public Works reviewed the parcel map and, on October 24, 2024, issued a letter that City staff mistakenly interpreted as indicating the map was ready for approval. As a result, on March 15, 2025, City staff presented Final Map No. 84441 to the City Council for approval. However, due to an internal oversight, an incomplete version of the map was brought forward prematurely. Following Council approval, the map was submitted to the County for recordation, at which point the County determined that the map did not meet the necessary technical requirements and rejected it.

Upon notification, the applicant revised and corrected the map to address all deficiencies. The updated version was resubmitted to the County, and on September 3, 2025, the County Department of Public Works issued a letter recommending approval of the Final Parcel Map, confirming compliance with CEQA and the Subdivision Map Act.

The County’s findings verified that the map is in substantial compliance with the previously approved tentative map and that all conditions of approval have been satisfied. Based on these findings, City staff concurs with the County’s recommendation and is returning to the City Council to request approval of the corrected Final Parcel Map No. 84441, which will supersede the previously approved incomplete version and ensure proper recordation.

V. FISCAL IMPACT
There are no direct costs to the City associated with processing a Lot Line Adjustment. All application and processing fees are paid by the applicant (property owner or their representative) at the time of submittal. The applicant is also responsible for providing all required documentation, such as notarized property owner forms, title reports, zoning and use information, and legal descriptions; and, for preparing and recording the new legal documents and deeds once the adjustment is approved.

VI. EXHIBITS

1. Incomplete Final Parcel Map

2. Letter from the County of Los Angeles Department of Public Works dated September 3, 2025

3. Final Parcel Map No. 84441

4. Planning Commission Meeting Minutes September 24, 2024. (pg. 6) Attachments
Exhibit No. 1 - Incomplete Final Parcel Map
Exhibit No. 2 - Letter from the County of Los Angeles Department of Public Works date September 3, 2025 Exhibit No. 3 - Final Parcel Map No. 84441
Exhibit No. 4 - Planning Commission Meeting Minutes
PARCEL MAP NO. 84441
Δ PARCEL MAP NO. 84441
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COUNTY OF LOS ANGELES

DEPARTMENT OF PUBLIC WORKS
“To Enrich Lives Through Effective and Caring Service”
900 SOUTH FREMONT AVENUE
ALHAMBRA, CALIFORNIA 91803-1331
Telephone: (626) 458-5100
http://dpw.lacounty.gov
September 3, 2025
MARK PESTRELLA, Director
ADDRESS ALL CORRESPONDENCE TO:

P.O. BOX 1460
ALHAMBRA, CALIFORNIA 91802-1460

IN REPLY PLEASE
REFER TO FILE: LD-2
Mr. Gilbert Marquez
Principal City Engineer
City of Carson
P.O. Box 6234
Carson, CA 90749
Dear Mr. Marquez:

PARCEL MAP 84441
Parcel Map 84441 has been reviewed and approved by Public Works for mathematical accuracy, survey analysis, title information, and for compliance with the California Subdivision Map Act. It is ready for your examination and certification as to compliance with the conditions of approval and applicable City ordinances.

The City Council or Advisory Agency should make the findings required by the California Environmental Quality Act and the California Subdivision Map Act.

After your approval and the approval of the City Council or Advisory Agency, the final map should be returned to Los Angeles County Public Works, Land Development Division, for filing with the Registrar-Recorder/County Clerk's office.

If you have any questions, please contact Mr. Max Rodriguez of Public Works, Land Development Division, at (626) 458-4915 or [email protected].

Very truly yours,

MARK PESTRELLA, PE
Director of Public Works

YONAH HALPERN, PE
Assistant Deputy Director
Land Development Division
MR:ta
P:\LDPUB\SUBMAP\LETTERS\CITY LETTERS - PARCEL MAPS 84441 PARCEL MAP-CITY LETTER (CARSON).DOC

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, November 5, 2025, 5:00 PM
CONSENT 27.

To: Honorable Mayor and City Council
From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER AWARD OF CONSTRUCTION CONTRACT TO BEADOR CONSTRUCTION COMPANY, INC. FOR PROJECT 675: SEPULVEDA BLVD - WIDENING PROJECT FROM ALAMEDA

BOULEVARD TO INTERMODAL WAY (CITY COUNCIL)
I. SUMMARY
The Invitation for Bids (IFB) No. 25-06 for Project No. 675 - Sepulveda Bridge Widening from Alameda Boulevard to Intermodal Way was publicly advertised in the Daily Journal and posted on the PlanetBids portal from March 6, 2025, through April 9, 2025. Four construction firms submitted bids, which were opened by the Purchasing Division Manager in the City Clerk’s Office and read aloud on April 9, 2025. After review, the bid submitted by Beador Construction Company, Inc. was determined to be the lowest responsive and responsible bid, with a total bid amount of $21,975,300.

Consequently, staff recommends that the City Council award a construction contract to Beador Construction Company, Inc. in the amount of $21,975,300 and authorize a 10% construction contingency (approximately $2,197,530) to cover any unforeseen conditions or necessary adjustments during construction. The entire project, including the base contract and contingency, totaling $24,172,830, will be fully funded by the Los Angeles County Metropolitan Transportation Authority (Metro) Measure M Grant.

II. RECOMMENDATION
TAKE the following actions:

1. AWARD a Construction Contract to the lowest responsive and responsible bidder, Beador Construction Company Inc., for Project No. 675 - Sepulveda Bridge Widening from Alameda Boulevard to Intermodal Way, in the amount not to exceed $21,975,300;

2. AUTHORIZE the Mayor to execute the contract, following approval as to form by the City Attorney; and,

3. AUTHORIZE a 10% construction contingency (approximately $2,197,530) to address any unforeseen construction conditions that way arise, funded entirely through the Los Angeles County Metropolitan Transportation Authority (Metro) Measure M Grant.

III. ALTERNATIVES

1. REJECT all bids.

2. DO NOT APPROVE the above recommendations. However staff will not be able to proceed with construction of the project.

3. TAKE another action the City Council deems appropriate, consistent with the requirements of the law.

IV. BACKGROUND
The Sepulveda Boulevard Widening Project will expand the existing roadway and bridge from a four-lane street (two lanes in each direction) to a six-lane street (three lanes in each direction) between Alameda Boulevard and Intermodal Way. The project also includes the installation of new sidewalks on both sides of the street, enhanced street lighting, and landscaping improvements. In addition, traffic signals at Sepulveda Boulevard’s intersections with Alameda Boulevard and Intermodal Way will be upgraded, along with driveway improvements and ADAcompliant ramps and sidewalks. These improvements are designed to improve traffic flow and safety along this heavily traveled corridor, which serves as a key route for truck traffic accessing Highway 103 and Terminal Island.

As part of the bridge reconstruction and widening work, several utility lines serving nearby refineries will be realigned and upgraded to fit the new bridge and roadway layout. The project also includes environmental mitigation efforts within the Dominguez Channel, where restoration and habitat enhancement measures will be implemented.

The Invitation for Bids (IFB No. 25-06) was advertised on the PlanetBids portal and in the Daily Journal from March 6, 2025, through April 9, 2025. The bid opening took place on April 9, 2025, in the City Clerk’s Office, where bids were publicly opened and read aloud by the Purchasing Division Manager. A total of four (4) bids were received, with Beador Construction Company, Inc. identified as the lowest responsive and responsible bidder, submitting a total bid of $21,975,300.

The bid results are summarized below:

No. Bidder Place of Business Bid Amount

1. Beador Construction
Company Inc Costa Mesa $21,975,300

2. Reyes Construction Pomona $23,818,096

3. Ortiz Enterprises Irvine $29,711,772

4. Steve P. Rados, Inc. Santa Ana $39,750,090
Beador Construction Company, Inc. is a licensed and qualified contractor in good standing with the State of California. A bid bond equal to 10% of the total bid amount was submitted with the proposal, as required, and has been reviewed and found to be in order. City staff also verified Beador’s contracting experience and references, confirming that the company has successfully completed similar large-scale public works projects to the satisfaction of other agencies.

The anticipated project timeline is as follows:

Advertise for Construction Bid Complete
Bid Opening Complete
Award of Construction Contract November 5, 2025
Contract Execution November 26, 2025
PO Issuance December 15, 2025
Start Construction January 5, 2026
Complete Construction December 31, 2027
The proposed improvement project has received all necessary permits from the required regulatory agencies, including the Regional Water Quality Control Board, U.S. Army Corps of Engineers, California Department of Fish and Wildlife, and the Los Angeles County Flood Control District. These approvals authorize the project to proceed with construction activities. In addition, the Los Angeles County Metropolitan Transportation Authority (Metro) has confirmed the availability of Measure M grant funding to fully support the project. With environmental permits and funding secured, the project is now ready to move into the construction phase.

Consequently, staff recommends that the City Council award the construction contract to the lowest responsive and responsible bidder, Beador Construction Company, Inc., in the amount of $21,975,300, and authorize a 10% construction contingency (approximately $2,197,530) to address any unforeseen construction conditions. The total expenditure authority of $24,172,830 will be funded entirely through the Metro Measure M Grant.

V. FISCAL IMPACT
The proposed construction contract with Beador Construction Company, Inc. is for a not-to-exceed amount of $21,975,300. In addition, staff recommends approval of a 10% construction contingency, equal to $2,197,530, to cover any unforeseen design or construction-related conditions that may arise during the project. If approved, the total project expenditure authority will be $24,172,830. At its September 2025 meeting, the Los Angeles County Metropolitan Transportation Authority (Metro) approved and allocated Measure M grant funding in the amount of $24,370,039 to the City of Carson for Project No. 675 - Sepulveda Boulevard Widening. Metro has scheduled funding allocations as follows:

FY 2025-26: $7,835,506
FY 2026-27: $11,611,790
FY 2027-28: $4,922,744
The FY 2025-26 allocation of $7,835,506 is already included in the City’s adopted FY 2025-26 budget under Measure M Grant Expense Account No. 283-80-820-904-8009. The remaining grant funds will be incorporated into future City budgets through the annual budget process as project expenditures progress.

VI. EXHIBITS

1. Sepulveda Blvd Improvement Plans PW675

2. Bid Submittal

3. Proposed Construction Contract

4. September 2025 Metro Board Staff Report
Attachments
Exhibit 1 - Sepulveda Blvd Improvements Plans PW 675
Exhibit 2 - Bid Submittal
Exhibit 3 - Beador Construction Contract
Exhibit 4 - September 2025 Metro Board Staff Report
UNDERGROUND SERVICE ALERT CALL: TOLL FREE 811 TWO WORKING DAYS BEFORE YOU DIG CA L L B E F OR E Y O U D I G

I HEREBY DECLARE THAT I AM THE (ENGINEER) OF WORK FOR THIS PROJECT, THAT I HAVE EXERCISED RESPONSIBLE CHARGE OVER THE DESIGN OF THE PROJECT AS DEFINED IN THE CALIFORNIA BUSINESS AND PROFESSIONS CODE, AND THAT THE DESIGN IS CONSISTENT WITH CURRENT STANDARDS. I UNDERSTAND THAT THE CHECK OF PROJECT DRAWINGS AND SPECIFICATIONS BY THE CITY OF CARSON IS CONFINED TO A REVIEW ONLY AND DOES NOT RELIEVE ME, AS AN ENGINEER OF WORK, OF MY RESPONSIBILITIES FOR PROJECT DESIGN. THE PLAN CHECK IS NOT A DETERMINATION OF THE TECHNICAL ADEQUACY OF THE DESIGN OF THESE IMPROVEMENTS. Name of (Engineer) :

License Number, Date : Firm Name (Engineer) : Address : Phone Number : Fax Number : Email Address : DECLARATION OF RESPONSIBLE CHARGE Signature CITY OF CARSON PROJECT NO. 675 SEPULVEDA BOULEVARD FROM EAST OF ALAMEDA STREET TO EAST CITY LIMITS UNDERGROUND SERVICE ALERT CALL: TOLL FREE 811 TWO WORKING DAYS BEFORE YOU DIG CA L L B E F OR E Y O U D I G S E P U L V E D A B O U L E V A R D FROM EAST OF ALAMEDA STREET TO EAST CITY LIMITS PROJECT NO. 675 UNDERGROUND SERVICE ALERT CALL: TOLL FREE 811 TWO WORKING DAYS BEFORE YOU DIG

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UNDERGROUND SERVICE ALERT CALL: TOLL FREE 811 TWO WORKING DAYS BEFORE YOU DIG

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