Agenda packet — Carson City Council, November 18, 2025 (part 3 of 4)

3.2 Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of California.

3.3 Assignability by the Authority. The Authority may at any time and from time to time assign conditionally or otherwise all of the rights of the Authority in respect of the Guaranteed Obligations under this Guaranty whereupon such assignee shall succeed to all rights of the Authority hereunder. The Authority may give written notice to Guarantor of any such assignment but any failure to give or delay in giving such notice shall not affect the validity or enforceability of any such assignment.

3.4 Demands. Each demand by the Authority for performance or payment hereunder shall be in writing and shall be made in the manner set forth in Section 3.6 below. A dated statement signed by an authorized representative of the Authority setting forth the amount at the time owing to the Authority by Developer in respect of the Guaranteed Obligations shall be conclusive evidence thereof as between Guarantor and the Authority in any legal proceedings against Guarantor in connection with this Guaranty.

3.5 Term. The obligations of Guarantor under this Guaranty shall terminate on the date which is six 6 months from the date the Authority issues the Certificate of Completion the Completion Date unless as of such date ian Event of Default shall have occurred and be continuing or iia Guaranteed Obligation shall be then be due or owing then in either of such cases the obligations of the Guarantor hereunder shall continue in full force and effect so long as such Event of Default remains uncured or such Guaranteed Obligations remain outstanding.

Upon termination of this Guaranty the Authority upon receipt of a written request therefor from Guarantor shall provide the Guarantor with written confirmation of the termination of this Guaranty.

3.6 Notices. All notices and demands hereunder shall be deemed to have been duly given if personally delivered or mailed by United States registered or certified mail with return receipt requested postage prepaid to the parties at the following addresses or at such other addresses as shall be given by written notice by any party to the others or if deposited with a nationally recognized overnight courier with all charges prepaid and shall be deemed complete upon any such mailing or deposit
To Guarantor
With a copy to
To the Authority Carson Housing Authority
I Civic Plaza Drive Suite 500
Carson California 90745
Attn Executive Director
6 Guaranty
01007 0305.113559vI
Attachment No. 11 to
600 W. Carson Housing Agreement

With a copy to Aleshire Wynder LLP
18881 Von Karman Avenue 17th Floor
Irvine CA 92612
Attn. XXX

3.7 Complete Agreement. This Guaranty supersedes any prior negotiations discussions or communications among Guarantor and the Authority and constitutes the entire agreement among the Authority and Guarantor with respect to the Guaranteed Obligations.

3.8 Counterparts. This Guaranty may be executed in any number of counterparts each of which shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

IN WITNESS WHEREOF the undersigned has executed this Guaranty as of the date first above written.

GUARANTOR
By
By
7 Guaranty
01007.03
Attachment No. I I to
600 W. Carson Housing Agreement

ATTACHMENT 12

NOTICE OF AFFORDABILITY RESTRICTIONS

RECORDING REQUESTED BY

AND WI-IEN RECORDED MAIL TO

CARSON HOUSING AUTHORITY
701 East Carson Street
Carson California 90745
Attn Executive Director
Space above this line for Recorders use.

NOTICE OF AFFORDABILITY RESTRICTIONS ON

TRANSFER OF PROPERTY

THIS NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER
OF PROPERTY Notice is dated as of 20-with reference to
that certain real property located at 409 E. Carson Street in Carson California known as Los Angeles County Assessors Parcel No.s
Property.

1. The Carson Housing Authority Authority and AMCAL Multi-Housing Inc. a California Owner have entered into that certain
Regulatory Agreement and Declaration of Covenants Conditions and Restrictions Resale Restriction Agreement dated as of 20-and recorded in the Official Records of Los Angeles County concurrently herewith. Pursuant to an Affordable Housing Financing Disposition and Development Agreement between Authority and Owner Owner has acquired the Property to develop forty 40 affordable apartment units.

2. The Resale Restriction Agreement requires that the apartments constructed on the Property shall be rented to eligible Very Low Income Households Low Income Households or not to exceed Moderate Income Households.

3. The restrictions set forth in the Resale Restriction Agreement will be in effect for a period of fifty-five 55 years commencing upon the issuance of the Certificate of Occupancy for the Project which is estimated to occur in 20-and which would result in the termination of the Affordability Period in 20. 1 Notice of Affordability Restrictions
01007.0305 113559v1
Attachment No. 12 to
600 W. Carson Housing Agreement

This Notice is intended to provide notice of documents that affect title to the Property. Reference should be made to the Resale Restriction Agreement for a more detailed description of all matters described in this Notice. In the event of any conflict between the terms of this Notice and the terms of the Resale Restriction Agreement the Resale Restriction Agreement shall prevail.

IN WITNESS WHEREOF Authority and Owner have executed this Notice as of the date first written above.

AUTHORITY OWNER
CARSON HOUSING AUTHORITY xxx.
acting as the successor housing agency of the A California CARSON REDEVELOPMENT AGENCY a
public body
By
xxx
By
Executive Director
ATTEST
By
Authority Secretary Donesia L.Gause CMC
2 Notice of Affordability Restrictions
01007.0305.113559v1
Attachment No. 12 to
600 W. Carson I
lousing Agreement

STATE OF CALIFORNIA

COUNTY OF
On 20_ before me a Notary Public
personally appeared who proved to me on the basis of
satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons 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 Seal

STATE OF CALIFORNIA

COUNTY OF
On 20 before me a Notary Public
personally appeared who proved to me on the basis of
satisfactory evidence to be the persons whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies and that by his/her/their signatures on the instrument the persons or the entity upon behalf of which the persons 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 Seal
3 Notice of Affordability Restrictions
01007.0305.113559v1
Attachment No. 12 to
600 W. Carson I
lousing Agreement

TABLE OF CONTENTS
Page

1. 100 PURPOSE OFTHE AGREEMENT ....................................................................................................

A. 101 PURPOSE OF TIIE AGREEMENT ................................................................................... ...................... I B. 102TIIE PROJECT......................................................................................................................................

C. 103 PROJECT ENTITLEMENTS CEQA ......................................................................................................

D. 104 SALE OF SITE To DEVELOPER FOR FAIR MARKET VALUE ...............................................................

E. 105 AUTIIORITY FUNDING FORTIIE PROJECT ..........................................................................................

F. 106 TAX CREDITS OTHER FUNDS ..........................................................................................................

2. 200 DEFINITIONS ........................................................................................................................................

A. 201 AFFORDABLE RENT .............................................................................................................................

B. 202 AUTHORITY FINANCIAL ASSISTANCE .................................................................................................

C. 203 AUTHORITY DEED OF TRUST ..............................................................................................................

D. 204 AUTHORITY NOTE NOTE NOTE AMOUNT ........................................................................................

E. 205 AGREENIENT ........................................................................................................................................

F. 206 CLOSING..............................................................................................................................................

G. 207 COMPLETION.......................................................................................................................................

H. 208 DAYS ....................................................................................................................................................

1. 209 DEED ....................................................................................................................................................

J. 210 DEVELOPMENT FEES ...........................................................................................................................

K. 211 DEVELOPER FEE ..................................................................................................................................

L. 212 EFFECTIVE DATE ................................................................................................................................

M. 213 ENFORCED DELAY ..............................................................................................................................

N. 214 ENVIRONMENTAL REVIEW .................................................................................................................

0. 215 ESCROW ...............................................................................................................................................

P. 216 ESCROW AGENT ..................................................................................................................................

Q. 217 GROSS INCOME...................................................................................................................................

R. 218 HOLDER ...............................................................................................................................................

S. 219 Low INCOME HOUSEHOLD .................................................................................................................

T. 220 LI IITC ................................................................................................................................................

U. 221 MODERATE INCOME HOUSEIIOLD .....................................................................................................

V. 222 NOTE NOTE AMOUNT ........................................................................................................................

W. 223 OPERATING EXPENSES ........................................................................................................................

X. 224 PROJECT..............................................................................................................................................

V. 225 PURCHASE PRICE ................................................................................................................................

Z. 226 QUALIFIED TAX CREDIT INVESTOR ...................................................................................................

AA. 227 QUALIFIED TENANI ........................................................................................................................

BB. 228 REGULATORY AGREEMENT ...........................................................................................................

CC. RELATED. THE TERM RELATED MEANS THE RELATED COMPANIES OF CALIFORNIA LLC A CALIFORNIA LIMITED LIABILITY COMPANY ...............................................................................................................

DD. 229 RELATED AGREEMENTS .................................................................................................................

EE. 230 RELEASEOF CONSTRUCTION COVENANTS ...................................................................................

FF. 231 RESIDENTIAL UNIT .........................................................................................................................

GG. 232 RESIDUAL CASH FLOW ..................................................................................................................

IIH. 233 SENIOR FINANCING ........................................................................................................................

II. 234 SCHEDULE OF PERFORMANCE ............................................................................................................

JJ. 235 SITE MAP .............................................................................................................................................

KK. 236 TITLE ..............................................................................................................................................

LL. 237 TITLE COMPANY ............................................................................................................................

MM. 238 VERY Low INCOME HOUSEHOLD .................................................................................................

3. 300 PARTIES TO THE AGREEMENT ...................................................................................................... 01007.0305.113559vI

FABLE OF CONTENTS cont.

Pape
A. 301 AUTHORITY .........................................................................................................................................

B. 302 DEVELOPER .......................................................................................................................................1 C. 303 RESTRICTIONS ON TRANSFER .......................................................................................................... 10

4. 400 DISPOSITION OF THE SITE ............................................................................................................1 A. 40I FINANCING MILESTONES ................................................................................................................. 13 B. 402 EMPLOYMENT OF LOCAL RESIDENTS ............................................................................................. 14 C. 403 DISPOSITION OF TIIE SITE ................................................................................................................ 14 D. 404 AUTHORITY ASSISTANCE ................................................................................................................. 15 E. 405 GENERAL INDEMNITY ...................................................................................................................... 19 F. 406RELEASE FROM LIABILITIES RELATING TO NEW LEGISLATION .................................................... 20 G. 407 ASSIGNMENTS ................................................................................................................................... 20 H. 408 ESCROW .............................................................................................................................................2

1. 409 CONDITIONS TO CLOSE OF ESCROW FOR ACQUISITION ................................................................. 21 J. 410 CONVEYANCE OF TIIE SITE.............................................................................................................. 23 K. 411 TITLE MATTERS ................................................................................................................................2 L. 412 EVIDENCE OF FINANCIAL CAPABILITY ............................................................................................2

WITHIN THE TIME SET FORTH IN THE SCIIEDULE OF PERFORMANCE DEVELOPER SHALL SUBMIT TO AUTHORITYS

EXECUTIVE DIRECTOR FOR APPROVAL EVIDENCE REASONABLY SATISFACTORY TO THE EXECUTIVE DIRECTOR THAT

DEVELOPER HAS THE FINANCIAL CAPABILITY NECESSARY FOR TIIE DEVELOPMENT OF TIIE PROJECT ON THE SITE PURSUANT TO THIS AGREEMENT. SUCH EVIDENCE OF FINANCIAL CAPABILITY SHALL INCLUDE ALL OF THE FOLLOWING ........................................................................................................................................................... 25 M. 413 CONDITION OF SITE ......................................................................................................................... 26 N. 414 COSTS OF ESCROW ........................................................................................................................... 29

0. 415 TERMINATION OF ESCROW ...............................................................................................................3 P. 4I6 RESPONSIBILITY OF ESCROW AGENT ..............................................................................................3

5. 500 DEVELOPMENT OF THE SITE .......................................................................................................3 A. 501 SCOPE OF DEVELOPMENT ................................................................................................................ 32 THE SITE SHALL BE DEVELOPED BY DEVELOPER AS PROVIDED IN THE SCOPE OF DEVELOPMENT THE REGULATORY AGREEMENT AND THE PLANS AND PERMITS APPROVED BY AUTHORITY AND CITY PURSUANT TO SECTION 502.....32 B. 502 DEVELOPMENT PLANS FINAL BUILDING PLANS AND ENVIRONMENTAL REVIEW ........................3 C. 503 DEVELOPER RESPONSIBILITIES DURING CONSTRUCTION ............................................................. 35

THE DEVELOPER SHALL BE SOLELY RESPONSIBLE FOR ALL ACTIONS NECESSARY FOR TIIE DEVELOPMENT OF THE

PROJECT AND CAUSE ALL CONSTRUCTION OF THE PROJECT TO BE PERFORMED IN ACCORDANCE WITH THIS

AGREEMENT THE SCOPE OF DEVELOPMENT AND THE PROJECT BUDGET AS MODIFIED FROM TIME TO TIME AS

WELL AS IN ACCORDANCE WITH ALL OTHER APPLICABLE PROVISIONS OF THIS AGREEMENT AND TIIE RELATED AGREEMENTS AND ALL APPLICABLE LAWS AND REGULATIONS. THE COST OF CONSTRUCTING ALL OF THE IMPROVEMENTS REQUIRED TO BE CONSTRUCTED FOR THE PROJECT SHALL BE BORNE BY DEVELOPER. AS ALL OF

THE AUTHORITY FINANCIAL ASSISTANCE TO DEVELOPER IS BEING USED EXCLUSIVELY FOR TIIE AFFORDABLE

HOUSING PORTION OF THE PROJECTTHE PARTIES DO NOT BELIEVE I HAT THE PROJECT WOULD BE CONSIDERED TO

BE A PUBLIC WORK PAID FOR IN WI TOLE OR IN PART OUT OF PUBLIC FUNDS AS DESCRIBED IN CALIFORNIA LABOR CODE SECTION 1720 OR ASII IE TERM PUBLIC WORK IS DEFINED UNDER THE DAV IS-BACON ACT IF APPLICABLE. NOTWITHSTANDING TI IC FOREGOING TO THE EXTENT TIIAT CONTRARY TO THE PARTIES INTENT

DEVELOPER IS REQUIRED TO OR IS DETERMINED TO BE RESPONSIBLE TO PAY PREVAILING WAGES FOR THE PROJECT

DEVELOPER SHALL DEFEND AND HOLD THE AUTHORITY SUCCESSOR AGENCY AND CITY HARMLESS FROM AND

AGAINST ANY ALL INCREASE IN CONSTRUCTION COSTS OR OTHER LIABILITY LOSS DAMAGE PENALTY OR

EXPENSES INCLUDING REASONABLE ATTORNEYS FEES AND COURT COSTS ARISING FROM OR AS A RESULT OF ANY ACTION OR DETERMINATION THAT ANY PORTION OF THE PROJECT IS SUBJECT TO PAYMENT OF PREVAILING WAGES. ............................................................................................................................................................................... 35 D. 504 SCIIEDULE OF PERFORMANCE PROGRESS REPORTS ......................................................................3 E. 505 INDEMNIFICATION DURING CONSTRUCTION .................................................................................. 35 II
01007.0305.113559VI

TABLE OF CONTENTS cont.

Page
F. 506 INSURANCE ........................................................................................................................................3 G. 507 CITY AND OTIIER GOVERNMENTAL. AGENCY PERMITS ................................................................. 37 H. 508 RIGHTS OF ACCESS...........................................................................................................................3

1. 509 APPLICABLE LAWS ........................................................................................................................... 38 J. 510 NONDISCRIMINATION DURING CONSTRUCTION ............................................................................. 38 K. 5I1 TAXES ASSESSMENTS ENCUMBRANCESAND LIENS ...................................................................... 38 L. 512 RIGHTS OF HOLDERS OF APPROVED SECURITY INTERESTS IN SITE .............................................. 38 M. 513 RELEASE OF CONSTRUCTION COVENANTS ..................................................................................... 42 N. 514 ESTOPPELS ........................................................................................................................................4

6. 600 USES AND MAINTENANCE OF THE SITE ...................................................................................4 A. 601 USES OF TILE SITE ..............................................................................................................................4 B. 602 AFFORDABLE HOUSING ....................................................................................................................4 C. 603 NONDISCRIMINATION IN EMPLOYMENT ............................................................................................4 D. 604 NONDISCRIMINATION AND NONSEGREGATION ................................................................................4 E. 605 MAINTENANCE OF IMPROVEMENTS ................................................................................................ 47 F. 606 NOTICE OF AFFORDABILITY RESTRICTIONS ................................................................................... 47 G. 607 EFFECT OF COVENANTS ....................................................................................................................4 H. 608 PROHIBITION AGAINST CHANGE IN MANAGEMENT AND CONTROL OF DEVELOPER .....................4

1. 609 REGULATORY AGREEMENTS AND DECLARATION OF RESTRICTIVE. COVENANTS .........................4

7. 700 SPECIAL PROVISIONS .....................................................................................................................4 A. 701 COMPLIANCE WITII LIHTC REQUIREMENTS ..................................................................................4

8. 800 DEFAULTS REMEDIES AND TERMINATION ............................................................................4 A. 801 DEFAULTS RIGIIT TO CURE AND WAIVERS .................................................................................... 49 B. 802 No WAIVER .......................................................................................................................................4 C. 803 LEGAL ACTIONS ................................................................................................................................5 D. 804 RIGHTS AND REMEDIES ARE CUMULA1IVE .................................................................................... 50 E. 805 SPECIFIC PERFORMANCE ................................................................................................................. 50 F. 807 ATTORNEYS FEES ............................................................................................................................5 G. 808 TERMINATION AFTER CLOSING ...................................................................................................... 51

9. 900 GENERAL PROVISIONS ...................................................................................................................5 A. 901 NOTICES DEMANDS AND COMMUNICATIONS BETWEEN TILE PARTIES ......................................... 52 B. 902 NONLIABILFFY OF CITY AND AUTHORITY OFFICIALS AND EMPLOYEES CONFLICTS OF INTEREST COMMISSIONS....................................................................................................................................................... 53 C. 903 ENFORCED DELAY EXTENSION OF TIMES OF PERFORMANCE ...................................................... 53 D. 904 BOOKS AND RECORDS ...................................................................................................................... 54 E. 905 ASSURANCES TO ACT IN GOOD FAITH ............................................................................................ 54 F. 906 INTERPRETATION ............................................................................................................................. 55 G. 907 ENTIRE AGREEMENT WAIVERS AND AMENDMENTS ..................................................................... 55 H. 908 SEVERABILITY .................................................................................................................................. 55 1. 909 TIME FOR ACCEPTANCE OF AGREEMENT BY AUTHORITY ..............................................................5 J. 910 EXECUTION........................................................................................................................................5 01007.0305.113559v1

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 26. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: CONSIDER RESOLUTION NO. 25-141, A RESOLUTION OF THE CITY COUNCIL OF THE CITYOF CARSON, CALIFORNIA, ESTABLISHING THE GUIDELINES AND IMPLMENTATION PROCEDURES FORADMINISTERING A CITYWIDE COMMERCIAL FACADE IMPROVEMENT REVOLVING LOAN FUND PROGRAM(CITY COUNCIL) I. SUMMARY
At the November 5, 2025, City Council meeting, staff introduced the concept for a Commercial Façade Improvement Revolving Loan Fund Program (“Revolving Loan Program”) aimed at modernizing storefronts, supporting small businesses, and promoting ongoing property enhancements through a dedicated revolving loan fund. The Revolving Loan Program expands upon the City’s existing façade improvement grant initiative and aligns with Carson’s broader economic development and revitalization goals.

The initial phase of the Revolving Loan Program is proposed to focus on high-visibility commercial corridors identiﬁed as priority investment zones (“Target Areas”), beginning with the Avalon Boulevard corridor.

Improvements in these areas are intended to reduce blight, attract reinvestment, and foster a more vibrant and sustainable business environment. As noted during the November 5th City Council meeting, staff has identiﬁed two properties: 1) Victoria Park Plaza (Chinollo's Plaza) at 18409 S. Avalon Blvd; and 2) Walmart Neighborhood Shopping Center at 20220 S. Avalon Blvd, as potential applicants for the Revolving Loan Program.

Tonight’s action seeks adoption of Resolution No. 25-141, which will formally establish the guidelines and implementation procedures for administering the Revolving Loan Program. While the program is designed to remain ﬂexible for potential applicants, the adopted guidelines will outline general participation parameters.

Approval of these guidelines will enable the City to begin accepting formal applications. Once applications are ready for funding, individual loan agreements, including detailed terms and conditions, will be presented to the City Council for review and approval.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 25-141, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARSON, CALIFORNIA, ESTABLISHING THE GUIDELINES AND IMPLEMENTATION PROCEDURES FOR ADMINISTERING A CITYWIDE COMMERCIAL FAÇADE IMPROVEMENT REVOLVING LOAN FUND PROGRAM” III. ALTERNATIVES
TAKE another action the City Council deems appropriate and consistent with the requirements of the law.

IV. BACKGROUND
The City of Carson Charter, Section 206, authorizes a comprehensive set of economic development incentives andprograms to promote development given the City’s unique environmental and economic constraints. Under thisauthority, the City may enter into agreements and provide loans, grants, or other ﬁnancial assistance for projects that serve the public interest and support community revitalization. Government Code Section 53803 furtherauthorizes the City to provide ﬁnancial incentives to businesses to promote economic activity, includingcommercial revitalization. Building on this legal framework, the Revolving Loan Program was established toleverage City resources in a sustainable way that supports long-term economic vitality.

The Revolving Loan Program establishes the following goals to guide implementation and measure success:

1. Revitalize key commercial centers. Reduce blight, modernize storefronts, and enhance the visual appeal ofpriority corridors.2. Support small businesses and property owners. Help businesses remain competitive by promotingattractive, safe, and well-maintained properties.3. Deliver community beneﬁt. Leverage City resources to create visible, lasting improvements that beneﬁt the broader community, including residents, visitors, and investors.4. Establish a revolving loan fund. Build a self-sustaining funding pool where loan repayments ﬁnanceadditional projects over time, ensuring ongoing reinvestment in commercial areas.

Loan Terms
The Revolving Loan Program will provide ﬁnancing to eligible property owners under terms established by the Carson City Council. Final loan terms will be set forth in a Loan Agreement executed by the borrower and the Cityand approved by the City Council. The Revolving Loan Program guidelines provide the following three options:

1. Forgivable Loan: Loans may have a ﬁxed interest rate between ﬁve and eight percent (5–8%), with equal monthly payments based on simple interest. If the borrower meets all program requirements and keeps the improvements and business operations in place for about ﬁve years, up to ﬁfty percent (50%) of the original loan amount may be forgiven. The forgiven portion then becomes a grant.

2. Low-Interest Loan: Loans may have a ﬁxed interest rate up to three percent (3%), with equal monthly payments based on simple interest. Borrowers repay the full loan amount plus interest.

3. Hybrid Loan: Loans may have a ﬁxed interest rate up to three percent (3%), with equal monthly payments based on simple interest. If the borrower meets all program requirements and maintains the improvements and business operations for about ﬁve years, twenty-ﬁve percent (25%) of the original loan amount may be forgiven.

Loan amounts will depend on the project’s size, type of improvements, and available funding. The City will set maximum loan limits. All loans will be secured by a second deed of trust on the property. Total ﬁnancing, including City and private funds, will typically cover 65% to 85% of the property’s value. Standard loan terms will range from 5 to 10 years, with equal monthly payments. Larger or more complex projects may qualify for terms of up to 15–20 years, subject to City approval. Borrowers must make payments on time, maintain improvements, and follow Program guidelines. If Program requirements aren't met, the loan may need to be repaid in full.

If the Revolving Loan Program is approved, staff will begin working with the two previously identiﬁed potential loan applicants: 1) Victoria Park Plaza (Chinollo's Plaza) at 18409 S. Avalon Blvd; and 2) Walmart Neighborhood Shopping Center at 20220 S. Avalon Blvd to move these projects forward.

V. FISCAL IMPACT
None at this time. A separate budget request will be submitted at a later date, likely after applications are received and overall funding needs are more clearly deﬁned.

As further outlined at the November 5, 2025, City Council meeting, the future budget request may include funding for additional staff to effectively administer the loan program including managing projects, tracking loan repayments and compliance, and partnering with community lenders and ﬁnancial development organizations to leverage non-City funds thereby reducing the City’s costs to subsidize future facade projects. Additional funding for professional services, including architectural, landscape, and engineering support, will also be requested at that time.

VI. EXHIBITS

1. Exhibit 1. Resolution No. 25-141.

Attachments
Exhibit 1. Resolution No. 25-141_Establishing Facade Improvement Revolving Loan Fund Program.pdf 01007.0001/797386.1
Pages 1 of 3
RESOLUTION NO. 25-141

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, ESTABLISHING A CITYWIDE COMMERCIAL FAÇADE

IMPROVEMENT REVOLVING LOAN FUND PROGRAM
WHEREAS, the City of Carson Charter, Section 206, authorizes a comprehensive set of economic development incentives and programs to promote development given the unique environmental constraints in the City of Carson (“City”), to create jobs and to preserve the sound fiscal basis of the City. The City’s Charter powers include the authority to enter into agreements, and to loan, grant, fund, or finance projects which will provide public benefit and protect the public health, safety and welfare of the community, which programs may be carried out singly or in combination in a manner to promote the economic development objectives set forth in Section 206 of the Charter. Government Code Section 53083 authorizes the City to provide financial incentives to businesses to promote economic activity, including the assistance with commercial reviatlization; and
WHEREAS, a Citywide Façade Improvement Program (“Program”) , adopted on June 21, 2022, establishes a variety of specific goals for commercial development of the City as part of a citywide economic development strategy designed to encourage improvement and investments that contribute to the overall revitalization effort in the City, thereby providing public benefits to the community; and
WHEREAS, the City Council now desires to build on the City’s existing Program through a dedicated Revolving Loan Fund Program (“Revolving Loan Fund Program”) to further modernize storefronts, strengthen small businesses, and sustain ongoing property improvements.

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.

SECTION 2 . The City Council hereby approves and establishes a Citywide Façade Improvement Revolving Loan Fund Program, in accordance with the Program Guidelines set forth in Exhibit “A,” attached hereto and incorporated herein by this reference.

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 rem aining provisions, sections, paragraphs, sentences or words of this Resolution as hereby adopted shall remain in full force and effect.
01007.0001/797386.1
Pages 2 of 3
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.

PASSED, APPROVED, and ADOPTED this 18th day of November, 2025. ____________________________
Lula Davis-Holmes, Mayor
ATTEST:
_____________________________________
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:
__________________________________________________
Sunny K. Soltani, City Attorney

01007.0001/797386.1
Pages 3 of 3

EXHIBIT “A”

REVOLVING LOAN FUND PROGRAM GUIDELINES

SEE ATTACHED

COMMERCIAL FAÇADE IMPROVEMENT
Revolving Loan Fund Program

Community & Economic Development
Department

Carson Façade Improvement Loan Program
Draft Program Guidelines
I. Program Overview .......................................................................................... 1 II. Program Goals and Background ...................................................................... 1 III. Program Administration .................................................................................. 2 IV. Source of Funds ............................................................................................. 3 V. Eligible Applicants ......................................................................................... 3 VI. Eligible Improvements .................................................................................... 4 VII. Loan Terms .................................................................................................... 6 VIII. Application and Review Process ..................................................................... 7 IX. Commencement and Completion of Work ....................................................... 9 X. Compliance and Risk Management ............................................................... 10 XI. Appendices ................................................................................................. 11

1 I. Program Overview
The City of Carson (“City”) has established the Commercial Façade Improvement Revolving Loan Program (“Program”) to modernize storefronts, strengthen small businesses, and sustain ongoing property improvements through a dedicated revolving loan fund.

The Program builds on the City’s existing façade improvement grant program and aligns with Carson’s broader economic development and revitalization strategies. Initial investments will focus on high-visibility commercial areas designated as priority investment zones (“Target Areas”), beginning with the Avalon Boulevard corridor in north Carson.

Improvements in these areas are intended to reduce blight, attract reinvestment, and create a more vibrant business environment.

These Program Guidelines (“Guidelines”) and implementation procedures outline the process for administering Program, from initial application through loan approval, construction, final inspection, and repayment. The Program will be implemented in accordance with these Guidelines and the City’s adopted policies.

II. Program Goals and Background
A. Background
The City of Carson Charter, Section 206, authorizes a comprehensive set of economic development incentives and programs to promote development given the City’s unique environmental and economic constraints. Under this authority, the City may enter into agreements and provide loans, grants, or other financial assistance for projects that serve the public interest and support community revitalization.

Government Code Section 53803 further authorizes the City to provide financial incentives to businesses to promote economic activity, including commercial revitalization. Building on this legal framework, the Façade Improvement Loan Program was established to leverage City resources in a sustainable way that supports long-term economic vitality.

B. Program Goals
The Program establishes the following goals to guide implementation and measure success:

1. Revitalize key commercial centers. Reduce blight, modernize storefronts, and enhance the visual appeal of priority corridors.

2. Support small businesses and property owners. Help businesses remain competitive by promoting attractive, safe, and well-maintained properties.

2 3. Deliver community benefit. Leverage City resources to create visible, lasting improvements that benefit the broader community, including residents, visitors, and investors.

4. Establish a revolving loan fund. Build a self-sustaining funding pool where loan repayments finance additional projects over time, ensuring ongoing reinvestment in commercial areas.

III. Program Administration
A. Program Oversight
The Carson Community and Economic Development Department will oversee the overall administration of the Commercial Façade Revolving Improvement Loan Program. The Department is responsible for ensuring that all program activities align with the City’s economic development and revitalization objectives. The Community and Economic Development Director or his/her designee has the authority to modify or clarify the Guidelines as needed to maintain flexibility and ensure the Program continues to achieve its objectives.

B. Application Review and Approval
A designee, including staff, consultant or third party designated by the Community and Economic Development Director, will review and evaluate loan applications for eligibility, project impact, financial feasibility, and compliance with the Guidelines using a structured scoring system. Priority will be given to projects located in Target Areas, demonstrating visible improvement, leveraging private investment, and providing clear community benefits. Final approval of loan awards will be made by the Community and Economic Development Department in conjunction with the consultant’s recommendation.

C. Loan Servicing
For projects that include outside financing or loan refinancing, the designated loan servicing partner will monitor the borrower’s compliance with the terms of those external loans. The City of Carson will oversee the servicer’s performance and review all loan activity and compliance reports to ensure Program coordination.

Monitoring and administration of City-issued loans will be managed by the Community and Economic Development Department in close coordination with the Finance Department. The Department will be responsible for repayment tracking, billing, delinquency monitoring, collections, and enforcement of loan terms, as well as verifying that repayments are deposited into the revolving loan fund to sustain future projects.
3 IV. Source of Funds
The Façade Improvement Loan Program uses City resources with support from outside partners to maximize investment and ensure long-term sustainability through a revolving loan fund.

A. City Funds
The City’s General Fund will provide loans to support eligible façade improvements.

These loans are intended to act as gap financing, meaning they will help cover project costs that are not met through private loans or other sources of capital. The City anticipates that private lenders will provide the primary financing, either through refinancing existing debt or issuing new loans for the project, with the City’s loan serving as subordinate (second position) support. All repayments of principal and interest on City loans will be deposited into a dedicated Commercial Façade Improvement Revolving Loan Fund, reserved exclusively for this Program.

B. Partnership with Outside Entities
The City may partner with outside entities such as financial development corporations, community lenders, or similar agencies to expand access to private financing for property owners. These partnerships allow the Program to leverage additional resources, strengthen the borrower’s overall financial position, and maximize the impact of City funds. Partners may assist by:
• Working with lenders to increase credit opportunities and reduce risk. • Providing loan guarantees or other credit enhancements, and helping structure financing packages that combine private loans with City gap financing. • Supporting borrowers through applications, underwriting, and compliance requirements to ensure projects are financeable and loan-ready.

V. Eligible Applicants
The Commercial Façade Improvement Revolving Loan Program is intended for property owners of commercially zoned buildings within the City of Carson. Priority will be given to properties located along key commercial corridors, ensuring visible and lasting reinvestment in the City’s primary business areas.

A. Eligible Properties
Properties must be commercially zoned and developed for uses permitted by the City’s Zoning Ordinance. All assisted properties must be actively used, or intended to continue being used, for commercial purposes as provided by the City’s adopted Zoning Ordinance. The Properties must also meet the City’s Façade Improvement Grant 4 Program, as amended from time to time, which requires properties to be located on certain corridors with high public visibility such as Avalon Blvd.

B. Good Standing Requirements
Applicants must hold a valid Carson business license and be current on property taxes, assessments, insurance, and utilities. Any past-due taxes or insurance premiums must be paid before loan funds are released. Applicants must maintain adequate insurance, including fire and flood coverage where applicable, to protect both the property and the City’s interest.

Properties with unresolved code violations may still be considered eligible if the identified deficiencies are directly related to the proposed façade improvements and can be corrected as part of the approved scope of work. Program funds may be used to address Building or Health Code violations, seismic upgrades, and ADA compliance improvements when those deficiencies are associated with exterior rehabilitation work.

However, Program funds may not be used to pay fines, penalties, or fees associated with prior code enforcement actions or noncompliance.

C. Loan Documentation
Approved applicants must enter into a formal Loan Agreement with the City of Carson outlining the terms and conditions of financing. In addition, property owners must execute and record a second deed of trust and/or Memorandum of Lien to secure repayment and ensure compliance with Program requirements.

D. Equal opportunity
The Program will not discriminate on the basis of race, color, religion, sex, sexual orientation, national origin, ancestry, age, disability, marital or family status, or any other protected characteristic.

VI. Eligible Improvements
Program assistance may only be used for exterior improvements that are permanent, affixed, and visible from the public right-of-way. All improvements must comply with the City’s zoning regulations, design review standards, building codes, and permitting requirements.

A. Eligible Improvements
The following types of improvements may qualify for assistance under the Program:

5 Eligible Improvements Ineligible Improvements
• Exterior painting or surface treatments
(stucco, tile, stone, or brick
replacement/repair)
• Replacement of glass windows,
storefront glazing, or doors
• Awnings, canopies, or sunshades
(installation, repair, or replacement)
• Exterior signage (installation of new or
repair/replacement of legally mounted
signs, including removal of
nonconforming signs)
• Energy-efficient exterior lighting
(installation of new or replacement of
existing fixtures)
• Outdoor landscaping, trees, fountains,
or decorative green space
• Masonry walls, decorative or security
fencing (except chain link)
• Asphalt paving, tiles, or decorative
pavers (not in the public right-of-way);
sidewalk/courtyard repaving (private
property only)
• Construction of outdoor dining or
gathering spaces
• Design and permit costs directly related
to eligible improvements
• Parking lot resurfacing or asphalt re-
striping (so long as it is not a “primary
funded improvement”)
• General or deferred maintenance (e.g.,
patching, cleaning only)
• Interior renovations or remodeling
• Temporary, portable, or non-
permanent items (tables, chairs,
umbrellas, etc.)
• Vinyl window lettering, sandwich
boards, A-frames, flags, or banners
• Security cameras or mechanical
equipment screening not visible to the
public
• Roof repairs, HVAC, plumbing, or
electrical upgrades
• Chain link fencing
• New construction, building additions,
or property acquisition
• Payment of code enforcement
violations, debt refinancing, or
expansion of building area

B. Design Professional
For larger or more complex projects, the City will require the use of a licensed design professional (such as an architect or engineer) to prepare project plans and oversee design elements. The cost of these architectural and engineering services will be covered by the City as part of the Program to ensure design quality and consistency with community standards. Any costs outside of these services, including those associated with structural or construction-related design, will be the responsibility of the property owner.

6 VII. Loan Terms
The Façade Improvement Loan Program will provide financing to eligible property owners under terms established by the Carson City Council. The City may offer one or more of the following loan structures. Final loan terms will be set forth in a Loan Agreement executed by the borrower and the City.

A. Loan Structures

1. Forgivable Loan Option. Loans may be offered at a fixed interest rate generally ranging from five to eight percent (5–8%), with equal monthly payments calculated using simple interest. After the borrower has complied with all program requirements and maintained the property improvements and business operations for a defined compliance period, typically five years, up to fifty percent (50%) of the original loan amount is forgiven and deducted from the outstanding balance. Once the compliance period is satisfied, the forgiven portion effectively converts to a grant.

2. Low-Interest Loan Option. Loans may be offered at a fixed interest rate not to exceed three percent (3%), with equal monthly payments calculated using simple interest. Borrowers will repay the full loan amount with interest.

3. Hybrid Loan Option. Loans may be offered at a fixed interest rate not to exceed three percent (3%), with equal monthly payments calculated using simple interest.

After the borrower has complied with all program requirements and maintained the property improvements and business operations for a defined compliance period, typically five years, twenty-five percent (25%) of the original loan amount is forgiven and deducted from the outstanding balance.

B. Standard Provisions
The following loan standards reflect typical commercial lending practices and are provided as general guidelines for program administration. These ranges may be updated at any time based on market conditions, policy direction, or funding availability. All projects are subject to final approval by the Community and Economic Development Department to ensure consistency with Program goals and underwriting standards. If a participating lender or financing partner applies more restrictive underwriting requirements, the City will conform to those standards. • Loan Amounts. Loans will vary depending on project size, scope of improvements, and funding availability. Maximum loan amounts may be established by the City. • Repayment Period. Standard loan terms will range from five (5) to ten (10) years, with equal monthly payments of principal and interest. For larger or more complex projects, terms of up to fifteen (15) to twenty (20) years may be considered subject to City approval.
7 • Amortization and Payment structure. Loans will generally be amortized over 20–30 years, with monthly payments structured accordingly, though the loan may include a balloon payment at the end of the term.
• Interest Rate. Loans will carry a fixed interest rate generally within the range of 5%– 8%, or another rate established by the City based on market conditions and program objectives.
• Loan-to-Value (LTV). The combined loan-to-value ratio, including both City and private financing, will typically range from 65% to 85%, consistent with industry norms for commercial rehabilitation projects.
• Repayment Deferral. Borrowers may defer payments of principal and interest until project completion and final inspection, for a period not to exceed twelve (12) months. Alternatively, an interest-only option may be available during construction, with full repayment commencing upon project completion. • Security. All loans shall be secured by a second deed of trust recorded against the subject property prior to disbursement.
• Disbursement. Loan proceeds shall be disbursed directly to the designated general contractor through a draw system administered by the City. Contractors must submit payment requests using an AIA Request for Payment form (or City-approved equivalent) to document work completed and materials provided. The City will maintain a tracking system to monitor all invoices, draw requests, and disbursements for proper documentation and compliance. For larger or more complex projects, funds may be placed in escrow and released in accordance with an approved draw schedule and verification of completed work. • Default. Failure to make timely payments, maintain improvements, or comply with Program requirements shall constitute default and may result in collection actions, foreclosure of liens, or acceleration of the loan balance. • Prepayment. Borrowers may prepay loans in full or in part at any time without penalty.
• Maintenance. Borrowers shall maintain the property in good condition, free of graffiti, blight, and code violations, for the duration of the loan term.

VIII. Application and Review Process
A. Application Requirements
Applicants must submit a complete application with all required documents, including: project description, detailed plans and specifications, work schedule, contractor information, financial information, and owner consent (if applicable).

Incomplete applications will not be considered for review.

8 B. Staff Review
The Community and Economic Development Department or designee will review applications for completeness, program eligibility, compliance with City codes and design standards, applicant financial capacity, and consistency with program goals.

Staff may request additional information or clarification during the review process.

C. Evaluation Standards and Thresholds
Backup documentation submitted with the application (e.g., financial statements, rent rolls, contractor estimates, and tax records) will be used to verify the applicant’s eligibility, financial capacity, and project feasibility. The following baseline standards must be met prior to scoring:

1. Eligibility: Property must be within the designated Program area, be commercially zoned, and the applicant must be a property owner in good standing.

2. Financial capacity: Applicants must demonstrate reasonable ability to repay the loan based on submitted financial information. A debt service coverage ratio or equivalent capacity test, as determined by the City and its loan servicing partner, will be applied.

3. Project feasibility: Cost estimates must be credible (contractor or architect bids) and consistent with eligible improvements and City design standards.

Only applications meeting these minimum standards will advance to application scoring and consideration for funding.

D. Review and Scoring
A designee, including staff, consultant or/and third party designated by the Community and Economic Development Director, will evaluate complete applications using a standardized scoring system. The scoring system is designed to prioritize projects that maximize community impact, business attraction and retention, and reinvestment in key commercial corridors.

Scoring Categories and Maximum Points
Category Maximum Points Possible

1. Location visibility and corridor impact 30

2. Business attraction/retention potential 25

3. Improvement of visible building elements 20

4. Correction of code deficiencies/blight removal 10

5. Leveraging of private investment 10
Total 100

9 Applications receiving higher scores will be given priority for funding. A minimum score may be required to be considered for funding, and projects will continue to be funded until available program funds are fully committed.

E. City Action
Following scoring and review, the Community and Economic Development Department or designee may:

1. Issue an approval;

2. Issue a conditional approval (subject to permits or other requirements);

3. Request revisions to the proposed improvements; or

4. Deny the application.

Approved applications will proceed to execution of a Loan Agreement with the City, as described in Subsection F.

F. Notification of Award and Loan Agreement
After the City’s review and scoring of the application is completed and the City has issued an approval, applicants will be notified in writing of the City’s decision regarding loan approval, loan amount, and approved scope of work. Following approval, a Loan Agreement must be executed between the applicant and the City of Carson. This agreement will commit the applicant to complete the improvements in accordance with the approved plans and loan terms, and will commit the City to disburse loan funds as specified.

G. No Guarantee
Submission of an application does not guarantee acceptance into the Program. The City reserves the right to reject applications at its discretion, even if eligibility criteria are met.

IX. Commencement and Completion of Work
A. City Permits and Approvals
Upon loan approval, borrowers must submit project plans and related materials to the City’s Planning Division for review and obtain all required permits from the City’s Building & Safety Division and any other applicable departments. All planning and permit approvals must be secured before any loan funds are disbursed, and borrowers are responsible for maintaining all required permits throughout the project.

10 B. Start of work
Borrowers must commence construction within sixty (60) days of loan closing and receipt of all required permits. Failure to begin within this timeframe may constitute a loan default. The City will release funds to the borrower or contractor utilizing an approved City document, within a reasonable time after issuing an Authorization for Funding letter.

C. Scope changes
Any material change to the approved scope of work must receive prior written approval from the Community and Economic Development Department. Unauthorized changes may result in loan default and ineligibility for reimbursement.

D. Recordkeeping and Documentation
Borrowers must maintain invoices, receipts, lien releases, and proof of payment for all work performed. Documentation must be submitted within thirty (30) days of project completion or upon request.

E. Final inspection
Upon completion of the project, City staff will conduct a final inspection to ensure that improvements are consistent with the approved scope of work, meet all applicable codes and standards, and comply with the Loan Agreement. Disbursement of final loan proceeds is contingent upon successful completion of this inspection.

X. Compliance and Risk Management
A. Compliance with Laws and Permits
Borrowers are responsible for securing all required approvals and permits prior to starting construction and must ensure that all work complies with applicable local, state, and federal laws, codes, and regulations. The City bears no responsibility for delays or additional costs arising from a borrower’s failure to obtain proper approvals.

B. Insurance Requirements
Before City loan funds are released, borrowers and contractors must provide proof of insurance as shown in Appendix C: Insurance Requirements. Borrowers are required to maintain all coverage throughout the full term of the loan, and contractors must provide evidence of insurance prior to commencing work.

11 C. Contractor Obligations
All contractors must hold valid licenses issued by the State of California and remain in good standing throughout the project. Contractors must comply with California Labor Code Section 1771 et seq., including the payment of prevailing wages for all trades and classifications. Borrowers are responsible for verifying that their contractors meet these requirements before construction begins.

D. Indemnification
Borrowers shall indemnify, defend, and hold harmless the City of Carson, its officers, employees, and agents from any claims, damages, losses, or expenses (including attorney’s fees) arising from participation in the Program or the performance of façade improvements. This obligation survives both project completion and loan repayment.

XI. Appendices
The following appendices provide standard forms and resources to assist applicants and the City in administering the Commercial Façade Improvement Revolving Loan Program:
• Appendix A – Program Application Form
Standard application form for property owners and business tenants, including applicant information, project description, contractor details, requested loan amount, and required signatures.
• Appendix B – Application Checklist
Checklist of required documents (business license, owner consent form if tenant, project plans, cost estimates, photos, insurance certificates, and financial statements).
• Appendix C – Insurance Requirements
Outlines the minimum insurance coverage levels required for borrowers, contractors, and design professionals participating in the Program. • Appendix D – Loan Agreement Template
Agreement outlining loan terms, repayment schedule, security instruments, default provisions, and borrower responsibilities.

12 Appendix C - Insurance Requirements
Coverage Required of
Grantee
Required of
Contractors
Required of Design
Professionals
Comments
General
Liability
Limits: $2MM per
occurrence, $4MM
aggregate

Limits: $2MM per
occurrence, $4MM
aggregate

• Grantee insurance to
include the City as
additional insured
• Contractor’s
insurance to include
borrower and the City
as additional insureds
Auto Liability Limit: $1MM
combined single
limit

Workers
Compensation
WC: Statutory
Limits
Employers Liability:
$1MM
WC: Statutory
Limits
Employers
Liability: $1MM

Professional
Liability
Minimum $1MM per
claim, or as stated

Builders Risk Value of Project Value of Project • Coverage may be obtained by borrower
or Contractor
• City must be included
as Loss Payee
• Installation Floater may
be acceptable if loan is
less than 50k
Flood
Insurance
Total Cost of
Improvements

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 27. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director Subject: CONSIDER AWARDING A CONTRACT SERVICES AGREEMENT WITH GOODWILL, SOUTHERNLOS ANGELES COUNTY FOR BUS STOP CLEANING SERVICES (CITY COUNCIL) I. SUMMARY
On October 24, 2024, the Transportation Services Division of the Community Services Department issued Request for Proposals (RFP) No. 25-007 seeking qualiﬁed ﬁrms to provide bus stop cleaning services under a new contract scheduled to begin July 1, 2025. Following a competitive selection process, ETERNAL LOVE, LLC, doing business as Vested Solutions (Vested Solutions), was selected and an agreement was duly executed. However, on June 23, 2025, Vested Solutions notiﬁed the City that it would be unable to begin services as scheduled due to internal organizational changes. To ensure continuity of service, the City extended its existing agreement with Goodwill, Southern Los Angeles County (Goodwill) through September 30, 2025, as permitted under the terms of that contract.

To identify a long-term replacement vendor, the City issued RFP No. 25-034 on July 3, 2025. After reviewing all proposals, staff determined that Goodwill submitted the highest-ranked proposal based on experience, qualiﬁcations, and cost-effectiveness, and was tentatively selected for contract award. During the review process, staff noted that Goodwill’s proposal did not include payment of prevailing wage rates, which were identiﬁed as a requirement in the RFP. To allow time for a formal determination from the California Department of Industrial Relations (DIR) on whether prevailing wages applied to the scope of work, an emergency purchase order was issued to Goodwill to continue providing uninterrupted service through December 31, 2025.

On October 24, 2025, the DIR conﬁrmed that the proposed scope of work for bus stop cleaning services is not subject to prevailing wage requirements. Based on this determination, staff recommends that the City Council award and approve a new Contract Services Agreement with Goodwill. The proposed ﬁve-year agreement (Exhibit 3) would begin on January 1, 2026, and include a not-to-exceed total of $588,212 over the contract term, equivalent to $117,642 annually or a ﬂat monthly rate of $9,803.53.

II. RECOMMENDATION
TAKE all of the following actions:

1. WAIVE any irregularities or informalities in the Goodwill proposal, pursuant to CMC 2611(l)(2);

2. AWARD and APPROVE the proposed Contract Services Agreement with GOODWILL, SOUTHERN LOS ANGELES COUNTY (Exhibit No. 3; Agreement); and,

3. AUTHORIZE the Mayor to execute the Agreement, following approval as to form by the City Attorney.

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

IV. BACKGROUND
The City of Carson’s ﬁxed-route bus service, known as the Carson Circuit, provides residents and visitors with convenient local transportation along two neighborhood-serving routes. The Circuit connects riders to schools, parks, retail centers, and other community destinations while also linking to regional transit services operated by Long Beach Transit, Metro, Gardena Transit, and Torrance Transit. All ﬁve transit agencies utilize the City’s bus stops, which are managed and maintained by the Transportation Services Division within the Community Services Department.

To ensure that these bus stops remain clean, safe, and welcoming for riders, the City contracts for regular cleaning and upkeep of more than 210 bus stop locations citywide. For several years, these services have been provided by Goodwill, Southern Los Angeles County (Goodwill), under a professional services agreement. Because the Goodwill contract was set to expire on June 30, 2025, the City issued Request for Proposals (RFP) No. 25-007 on October 24, 2024, seeking qualiﬁed ﬁrms to provide ongoing bus stop cleaning services. Following a competitive review process, ETERNAL LOVE, LLC, doing business as Vested Solutions (Vested Solutions), was selected, and an agreement was executed for services to begin on July 1, 2025. On June 23, 2025, however, Vested Solutions informed the City that it would be unable to begin services as scheduled due to organizational changes. The City subsequently issued a Notice of Default for failure to proceed and, after no corrective action was taken, terminated the contract for default in accordance with the agreement. This preserved the City’s rights and remedies under the contract and applicable law. To maintain uninterrupted bus stop cleaning service, the City exercised its right under Sections 1.8 and 3.2 of the Goodwill contract (Exhibit No. 1) to extend the agreement through September 30, 2025.

PROCUREMENT PROCESS
To secure a new long-term vendor, the City issued RFP No. 25-034 on July 3, 2025. A total of ﬁve (5) proposals were received by the deadline. Proposals were evaluated based on the criteria outlined in the RFP, including experience, qualiﬁcations, and cost. Based on the evaluation, Goodwill received the highest overall ranking and was tentatively selected for the new agreement, consistent with CMC Section 2611(c) (Exhibit No. 2). Before ﬁnalizing the award, staff sought clariﬁcation from the California Department of Industrial Relations (DIR) regarding whether the work performed under this contract is subject to prevailing wage requirements. Under DIR rules, certain types of “maintenance” work, such as construction or repair, may trigger prevailing wage obligations. To avoid disruption in service while awaiting clariﬁcation, the City issued an emergency purchase order to Goodwill to continue bus stop cleaning through December 31, 2025.

On October 24, 2025, the DIR provided written guidance stating that the proposed scope of work, routine and recurring cleaning services, is not likely subject to prevailing wage requirements. DIR explained that janitorial or custodial activities, such as washing, vacuuming, litter removal, or pressure washing, are generally considered exceptions to “maintenance” work under state regulations. DIR further clariﬁed that if services were to include repairs or replacements, such as ﬁxing benches or replacing damaged signage, those activities would likely qualify as “maintenance” and thus be subject to prevailing wage. However, no such work is included in the proposed scope of services for this agreement. While the DIR’s correspondence does not constitute a formal or binding opinion, it provides a reasonably appropriate basis for the City to proceed with award of the contract as proposed.

Consequently, staff recommends that the City Council award and approve a new ﬁve-year Contract Services Agreement with Goodwill for bus stop cleaning services, beginning January 1, 2026, for a not-to-exceed total amount of $588,212 over the term of the agreement (Exhibit No. 3).

V. FISCAL IMPACT
Should the City Council approve staff’s recommendation, funding for the ﬁrst six months of the proposed Agreement is available in the Fiscal Year 2025-26 Adopted Budget under Proposition A Account No. 218-90-940- 181-6004 in the amount of $58,821.18. Appropriations for the remaining years of the ﬁve-year contract term will be included in the City’s subsequent annual budget cycles, subject to City Council approval.

VI. EXHIBITS

1. Contract Oﬃcer Approval Form (6.6.25)

2. Evaluations

3. Proposed Goodwill Agreement

Attachments
Exhibit No. 1 - Contract Oﬃcer Form.pdf
Exhibit No. 2 - Evaluations.pdf
Exhibit No. 3 - Draft Goodwill Agreement.pdf
CONTRACT OFFICER'S AUTHORITY UNDER SECTION 1.8 AND 3.2 OF

CONTRACT
(LONG FORM CONTRACT)
The City of Carson and GOODWILL, SERVING THE PEOPLE OF SOUTHERN LOS ANGELES COUNTY, a California 501 ( c )(3) nonprofit corporation ("Consultant") entered into that certain Agreement for Contract Services dated January 1, 2020 ("Contract").

Pursuant to Section 1.8 and 3.2 of the Contract, the City's Contract Officer authorizes and directs as follows:
[CHECK BOXES THAT APPLY]
The Contract Sum, as defined in the Contract, shall be increased by a total of$25,000 (up to 10% of the Contract Sum) for extra work performed by Consultant.

AND/OR
[X]
The Term of the Contract, as defined in the Contract, shall be extended to September 30, 2025 (up to 180 days past expiration of the Term).

Consultant agrees to be bound by the revised terms of the Contract as indicated above.

CONTRACT OFFICER: CONSULTANT:

By: ---------------c,--
Date: Date: ---------
010070001/675160.1
6/26/2025
RFP 25-034: Bus Stop Cleaning Services
Vendor: ShelterClean Services, Inc.

Proposal Evaluation Criteria Maximum Points
A Proposer/Staff Expertise & Experience : Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Bus Stop Cleaning services for local municipalities . Proposer’s ability and experience to operate the project as specified in the RFP.

- Qualifications and experience of Key Personnel team members - Network of vehicles and technicians
- Customization of tools and parameters to meet service needs 23 / 25 points

AM – 24
GC – 23
AL – 20
JJ – 25
B Past Performance: Client satisfaction with similar scope of work, proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities. The City may use past performance information obtained from sources outside of those provided by proposers.

- Five plus years of experience + three client references - Government agency partnerships
- Reporting system and procedures for incidents and accidents

21.5 / 25 points

AM – 24
GC – 22
AL – 15
JJ – 25
C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City.

Approach to Scope of Services and available company resources. Overall quality of proposal.

- Company measures for accountability over technicians, worklogs, and minimum staff counts - Client communications (key service updates, complaint resolution, etc.) - Quality and completeness of proposal

19.25 / 20 points

AM – 19
GC – 18
AL – 20
JJ – 20

D Fee Proposal : Cost to provide the services and personnel as they relate to the RFP requirements and methodology. Rates detailed are competitive and in line with the services being requested. Proposal provides an overall cost-effective solution.

- Cost comparison over contract term (five years)

12.5 / 30 points

AM – 10
GC – 15
AL – 15
JJ – 10

TOTAL MAXIMUM POINTS 76.25 / 100

RFP 25-034: Bus Stop Cleaning Services
Vendor: Kept Companies, Inc

Proposal Evaluation Criteria Maximum Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Bus Stop Cleaning services for local municipalities. Proposer’s ability and experience to operate the project as specified in the RFP.

- Qualifications and experience of Key Personnel team members - Network of vehicles and technicians
- Customization of tools and parameters to meet service needs

20.75 / 25 points

AM – 22
GC – 23
AL – 20
JJ – 18

B Past Performance: Client satisfaction with similar scope of work , proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities . The City may use past performance information obtained from sources outside of those provided by proposers.

- Five plus years of experience + three client references - Government agency partnerships
- Reporting system and procedures for incidents and accidents

21.75 / 25 points

AM – 22
GC – 22
AL – 20
JJ – 23

C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City. Approach to Scope of Services and available company resources. Overall quality of proposal.

16.5 / 20 points

AM – 14
GC – 19
AL – 18
JJ – 15

- Cost comparison over contract term (five years)

17.25 / 30 points

AM – 15
GC – 26
AL – 15
JJ – 13

TOTAL MAXIMUM POINTS 76.25 / 100

RFP 25-034: Bus Stop Cleaning Services
Vendor: NUWAY EXPRESS INC

Proposal Evaluation Criteria Maximum Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Bus Stop Cleaning services for local municipalities. Proposer’s ability and experience to operate the project as specified in the RFP.

- Qualifications and experience of Key Personnel team members - Network of vehicles and technicians
- Customization of tools and parameters to meet service needs

20.25 / 25 points

AM – 21
GC – 20
AL – 22
JJ – 18

B Past Performance: Client satisfaction with similar scope of work , proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities. The City may use past performance information obtained from sources outside of those provided by proposers.

- Five plus years of experience + three client references - Government agency partnerships
- Reporting system and procedures for incidents and accidents

17.25 / 25 points

AM – 24
GC – 15
AL – 20
JJ – 10
C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City. Approach to Scope of Services and available company resources. Overall quality of proposal.

AM – 16
GC – 10
AL – 15
JJ – 15

- Cost comparison over contract term (five years)

21.75 / 30 points

AM – 22
GC – 25
AL – 20
JJ – 20

TOTAL MAXIMUM POINTS 73.25 / 100

RFP 25-034: Bus Stop Cleaning Services
Vendor: ultimate maintenance services

Proposal Evaluation Criteria Maximum Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Bus Stop Cleaning services for local municipalities. Proposer’s ability and experience to operate the project as specified in the RFP.

- Qualifications and experience of Key Personnel team members - Network of vehicles and technicians
- Customization of tools and parameters to meet service needs

22.5 / 25 points

AM – 25
GC – 23
AL – 20
JJ – 22
B Past Performance: Client satisfaction with similar scope of work, proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities . The City may use past performance information obtained from sources outside of those provided by proposers.

- Five plus years of experience + three client references - Government agency partnerships
- Reporting system and procedures for incidents and accidents

20.5 / 25 points

AM – 25
GC – 20
AL – 15
JJ – 22
C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City. Approach to Scope of Services and available company resources. Overall quality of proposal.

17.75 / 20 points

AM – 20
GC – 18
AL – 15
JJ – 18

- Cost comparison over contract term (five years)
27 / 30 points

AM – 28
GC – 27
AL – 28
JJ – 25

TOTAL MAXIMUM POINTS 87.75 / 100

RFP 25-034: Bus Stop Cleaning Services
Vendor: Goodwill\LiNKS Sign Language & Interpreting Services

Proposal Evaluation Criteria Maximum Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Bus Stop Cleaning services for local municipalities. Proposer’s ability and experience to operate the project as specified in the RFP.

- Qualifications and experience of Key Personnel team members - Network of vehicles and technicians
- Customization of tools and parameters to meet service needs

23.5 / 25 points

AM – 24
GC – 22
AL – 23
JJ – 25

B Past Performance: Client satisfaction with similar scope of work , proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities. The City may use past performance information obtained from sources outside of those provided by proposers.

- Five plus years of experience + three client references - Government agency partnerships
- Reporting system and procedures for incidents and accidents 21 / 25 points

AM – 24
GC – 20
AL – 17
JJ – 23
C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City. Approach to Scope of Services and available company resources. Overall quality of proposal.

18.5 / 20 points

AM – 19
GC – 19
AL – 18
JJ – 18

- Cost comparison over contract term (five years)

29.5 / 30 points

AM – 30
GC – 28
AL – 30
JJ – 30

TOTAL MAXIMUM POINTS 92.5 / 100

RFP 25-034: Bus Stop Cleaning Services
Vendor: Joncowest Maintenance & Management (INVALID)

Proposal Evaluation Criteria Maximum
Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Bus Stop Cleaning services for local municipalities. Proposer’s ability and experience to operate the project as specified in the RFP.

- Qualifications and experience of Key Personnel team members - Network of vehicles and technicians
- Customization of tools and parameters to meet service needs / 25 points

- Five plus years of experience + three client references - Government agency partnerships
- Reporting system and procedures for incidents and accidents / 25 points

- Cost comparison over contract term (five years)
/ 30 points

TOTAL MAXIMUM POINTS N/A

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 28. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Parks & Recreation Subject: CONSIDER AWARDING AND APPROVING A CONTRACT SERVICES AGREEMENT WITHBROSEMER SPORTS TURF TO PROVIDE INFIELD LASER LEVELING AND MAINTENANCE SERVICES ATCALAS, CARRIAGE CREST, CARSON, DEL AMO, DOLPHIN, DOMINGUEZ, FOISIA, HEMINGWAY,STEVENSON, AND VETERANS PARKS (CITY COUNCIL) I. SUMMARY
The Community Services/Recreation/Park Maintenance Department, through its Park Maintenance Division, is responsible for maintaining the City’s network of 21 baseball and softball ﬁelds located throughout the park system. These ﬁelds are heavily used year-round by youth sports leagues, adult recreation programs, school teams, and the general public. Due to continuous use and exposure to weather conditions, many of these ﬁelds have developed uneven playing surfaces and compacted soil, creating drainage issues and reducing overall safety and playability. To restore proper ﬁeld grading and ensure safe, high-quality conditions for all users, staff has determined that precision laser leveling is required. This process regrades the inﬁeld surface with a high degree of accuracy, improving ﬁeld consistency, player safety, and long-term maintenance eﬃciency.

On May 29, 2025, the City issued Request for Proposals (RFP) No. 25-030 seeking qualiﬁed contractors to provide laser leveling services for the City’s baseball and softball ﬁelds (Exhibit No. 2). The City received two proposals in response (Exhibit No. 3). After a comprehensive evaluation of each proposer’s qualiﬁcations, pricing, and service methodology, staff recommends that the City Council award a three-year Contract Services Agreement to Brosemer Sports Turf in a total not-to-exceed amount of $834,873. This agreement will allow the City to systematically restore and maintain its athletic ﬁelds to a professional standard, ensuring safe and enjoyable recreational opportunities for the community.

II. RECOMMENDATION
TAKE the following actions:

1. AWARD and APPROVE the proposed Contract Services Agreement with William Brosemer dba Brosemer Sports Turf (Exhibit No. 1; Agreement); and,

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

III. ALTERNATIVES

1. TAKE any other action the City Council deems appropriate.

IV. BACKGROUND
The Community Services/Recreation/Park Maintenance Department, through its Park Maintenance Division, is responsible for maintaining the multi-use baseball and softball ﬁelds located throughout the City’s park system.

These ﬁelds are used year-round by youth leagues, adult recreation programs, school teams, and the general public, making them some of the most heavily utilized recreational assets in the community. Following a recent comprehensive survey and evaluation of all 21 baseball and softball ﬁelds, staff identiﬁed widespread grading and surface deﬁciencies caused by continuous use, heavy foot traﬃc, and weather exposure. Speciﬁcally, staff observed:

Uneven playing surfaces that cause inconsistent ball bounces and affect game play.

Improper grading and drainage, resulting in water pooling, game cancellations, and long-term ﬁeld deterioration.

Compacted and low-lying areas, particularly around bases, pitcher’s mounds, and home plate, that create safety hazards and poor ﬁeld conditions.

To address these recurring issues, staff determined that implementing a multi-year precision laser leveling program is the most effective and sustainable solution. Laser leveling restores inﬁelds to a smooth, even, and properly graded condition, signiﬁcantly improving playability, player safety, and overall ﬁeld appearance. The process also extends the lifespan of inﬁelds between major renovations by ensuring accurate grading and optimal drainage, reducing future maintenance costs. The beneﬁts of this preventative maintenance approach were demonstrated earlier in 2025, when laser leveling was completed at Carson Park, Dolphin Park, and Dominguez Park, resulting in noticeably enhanced playability, improved drainage, and a more professional appearance.

To ensure consistent, high-quality outcomes, the Request for Proposals (RFP) No. 25-030 included a comprehensive scope of work outlining the following key tasks:

Precision laser grading of all inﬁelds to achieve uniform slopes and proper drainage.

Use of specialized equipment designed for sports turf applications.

Restoration of inﬁeld lips and edges.

Installation and tilling of new inﬁeld mix.

Removal and reinstallation of inﬁeld hardware, including bases, to City speciﬁcations.

The RFP was publicly released via PlanetBids and the Daily Journal on May 29, 2025, with proposals due on June 26, 2025. The City received two proposals; one from Brosemer Sports Turf (Brosemer) and another from Merchant Landscape Services, Inc. (Merchant). Proposals were evaluated based on the criteria outlined in the RFP, including qualiﬁcations, experience, work plan, and cost. Brosemer Sports Turf received the highest ranking overall, demonstrating exceptional experience and expertise in sports turf laser leveling projects of similar size and scope.

Additionally, Brosemer’s proposed pricing was signiﬁcantly lower than that of Merchant. Merchant’s ﬁve-year cost proposal exceeded $3 million, while Brosemer’s comparable proposal totaled $1,311,785, offering substantial cost savings to the City (see Exhibits Nos. 4-5).

A Notice of Intent to Award was issued to Brosemer on August 13, 2025. During subsequent contract negotiations, Brosemer raised several administrative concerns, which were resolved through modiﬁcations to the draft agreement. Key adjustments included:

Reducing the contract term from ﬁve years to three years; Allowing Brosemer to terminate the agreement without cause with 90 days’ written notice to the City; Retaining provisions that provide the City with pro-rata cost reductions for services not performed due to park closures or renovations; and
Allowing any resulting cost savings to be redirected, if needed, toward on-call laser leveling services beyond the regular scope.

Additionally, staff identiﬁed that one ﬁeld had been inadvertently omitted from the cost proposal worksheet during the RFP preparation process, which listed only 20 ﬁelds instead of 21. Brosemer agreed to honor its original pricing structure and include the omitted ﬁeld without altering unit costs, ensuring that all project sites are fully covered while maintaining the fairness and integrity of the procurement process.

Based on the competitive selection process, favorable pricing, and demonstrated expertise, staff recommends that the City Council award and approve a three-year Contract Services Agreement with Brosemer Sports Turf for laser leveling services at all City baseball and softball ﬁelds in a total not-to-exceed amount of $834,873 (Exhibit No. 1).

This contract will enable the City to systematically maintain its athletic ﬁelds at a high standard of quality, improving play conditions, extending ﬁeld longevity, and ensuring safe and enjoyable recreational opportunities for all park users.

V. FISCAL IMPACT
Funding for these services, which include grading and precision laser leveling of all inﬁelds, use of specialized equipment to achieve uniform and properly sloped surfaces, restoration of inﬁeld lips, installation and tilling of new inﬁeld mix, and removal and reinstallation of inﬁeld hardware in accordance with athletic ﬁeld speciﬁcations, is available in the Fiscal Year 2025-26 Adopted Operating Budget in the amount of $286,701, under Account No. 101- 90-970-101-6004. No additional appropriation is required.

VI. EXHIBITS

1. Proposed Contract Services Agreement - Brosemer Sports Turf

2. RFP

3. Bid Register

4. Brosemer Proposal

5. Brosemer Cost Proposal

Attachments
(Brosemer) Laser Level - Maintenance Contract - draft (2034618.10).pdf RFP 25-030 - ADDENDUM 1.pdf
BID REGISTER - RFP 25-030.pdf
Brosemer Proposal.pdf
Brosemer Cost Proposal.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

WILLIAM BROSEMER DBA BROSEMER SPORTS TURF

01007.0009 2034618.10 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

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

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01007.0009 2034618.10 -2-
professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
01007.0009 2034618.10 -3-

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

1.10 Compliance with Labor and Wage Laws.

Certain portions of the Services may be subject to prevailing wages under the Labor Code and to the extent such is true, the below provisions will apply. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“ DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. 01007.0009 2034618.10 -4-
(b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement.
(c) P revailing Wages . Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis -Bacon Act (40 U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d) P
enalty for Failure to Pay Prevailing Wages . Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.
(e) P
ayroll 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.
(f) A
pprentices . Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.

Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g) E
ight- Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.
(h) P
enalties 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 01007.0009 2034618.10 -5-
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 (1½) times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self - insurance in accordance with the provisions of that code, and I will comply with suc h provisions before commencing the performance of the work of this contract.” (j) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a review of the 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.

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 Eight Hundred Thirty -Four Thousand Eight Hundred Seventy- Three Dollars ($834,873.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 M ethod of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (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. 01007.0009 2034618.10 -6-

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement. 01007.0009 2034618.10 -7-

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 F
orce Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

William Brosemer Owner
(Name) (Title)

(Name) (Title)

(Name) (Title)
01007.0009 2034618.10 -8-
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 Modesto Bolanos, Landscape and Park Maintenance Superintendent, or as otherwise designated by the City Manager . It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. T he Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City 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 01007.0009 2034618.10 -9-
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance ( Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $2,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Wo
rker ’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) A
utomotive Insurance ( Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
01007.0009 2034618.10 -10-
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5- year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) S
ubcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) A
dditional Insurance . Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 G
eneral Insurance Requirements .

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

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

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said 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.
01007.0009 2034618.10 -11-
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 t he Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

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

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in 01007.0009 2034618.10 -12-
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk m anager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant 01007.0009 2034618.10 -13-
agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 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 01007.0009 2034618.10 -14-
liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, 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.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal 01007.0009 2034618.10 -15-
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

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

7.4 Waiver.

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

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0009 2034618.10 -16-

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City 30 days’ written notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) Ci ty has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the 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 Schedu le 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 City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section

7.2 7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such 01007.0009 2034618.10 -17-
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.

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of 01007.0009 2034618.10 -18-
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.

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification 01007.0009 2034618.10 -19-
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.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’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]
01007.0009 2034618.10 -20-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

WILLIAM BROSEMER , a sole proprietorship,

DBA BROSEMER SPORTS TURF

By:

Name: William Brosemer
Title: Owner

Address: 16700 Mair Dr.

Bakersfield, CA 93314

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

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

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

01007.0009 2034618.10

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 01007.0009 2034618.10

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

General: Consultant will provide laser leveling services for various City multi-use infields once a year, with each laser leveling service to include all items specified below.

A. When necessary, as determined by the Contract Officer and at no additional charge, strip and prepare the soil, level the surface, and install new sod around the perimeter arc of all fields to eliminate any infield lips and ensure compliance with regulation standards.

1. The lip distance shall conform to regulation size and be verified by the Contract Officer.

2. Any irrigation heads located along the lip sha ll be identified and relocated by the City.

B. Dump and dispose of all green waste at Consultant’s expense; dumping or disposing of green waste on City property is prohibited.

C. Remove and re -install all hardware , including pitching rubbers, base pegs, and home plates.

D. Thoroughly water the infields, then rip, rototill, laser grade, compact, and finish drag all infields using Turface Pro League Elite Red.

E. Supply and install Gails Materials Pro Gold infield mix ( without stabilizer) and Turface Pro League Elite Red Top dressing , following the manufacturer’s specifications.

F. Ensure all infields have positive drainage runoff with a slope of at least 0.5- 1%, if possible, directed toward the outfield or foul area.

G. Reset and install new bases, home plates, and pitcher’s rubbers, including new concrete base anchors with yellow rope, using materials and dimensions provided by the City.

H. The City will locate and mark irrigation components prior to the commencement of work.

I. All fields serviced pursuant to this section must be fully playable by March 1 of each season.

01007.0009 2034618.10 A-2

II. The infields of the baseball and softball fields that will require the Services described in Section I are at the following parks:

Location Sq. Footage
(Approx)
Lip Footage
(Approx)
Calas Park, 1000 E. 220th Street, Carson, CA 90745 (1 field) 14,287 218 Carriage Crest Park, 23800 S. Figueroa Street, Carson, CA 90745 (3 fields)
17,538 245
10,581 188
15,000 200
Carson Park, 21411 Orrick Avenue, Carson, CA 90745 (2
fields)
10,000 180
7,817 176
Del Amo Park, 703 E. Del Amo Boulevard, Carson, CA
90746 (2 fields)
16,785 254
11,229 200
Dolphin Park, 21205 Water Street, Carson, CA 90745 (2
fields)
12,600 208
22,398 315
Dominguez Park, 21330 Santa Fe Avenue, Carson, CA
90810 (2 fields)
18,682 261
10,000-
15,000
200
Foisia Park, 23410 Catskill Avenue, Carson, CA 90745 (3 fields)
20,630 278
10,581 200
19,895 244
Hemingway Park, 700 E. Gardena Boulevard, Carson, CA
90746 (2 fields)
21,164 303
10,110 198
Stevenson Park, 17400 Lysander Drive, Carson, CA 90746
(2 fields)
21,783 291
13,334 226
01007.0009 2034618.10 A-3
Veterans Park, 22400 Moneta Avene, Carson, CA 90745 (2 fields)
22,704 264
10,548 201

III. Notwithstanding the foregoing, Consultant and City acknowledge that no work will be necessary at Foisia Park or Carriage Crest Park until a date to be determined by the Contract Officer, as those parks are currently closed for renovation projects and their exact reopening dates are not known as of the effective date of this Agreement .

Consultant shall not perform any services at those parks, nor be entitled to any compensation therefor, until they are reopened and the Contract Officer directs Consultant to commence services at such parks. Such Contract Officer direction may not be given immediately following reopening of such parks, as the need for services may not arise until later . City shall not have any obligation to authorize Consulta nt to perform any additional or replacement services or pay any compensation to Consultant for any services that are not performed due to the closure of or subsequent lack of immediate need for services at such parks as provided in this paragraph. The provisions of this paragraph shall also apply to any other park which may be closed for renovation during the term of this Agreement , upon notice from the Contract Officer to Consultant.

IV. To the extent Contract Sum funds are unspent and available as a result of park closures due to renovation projects as described in Section III above, the Contract Officer may request, and upon request Consultant shall provide, on- call City park field laser leveling services in accordance with the following:

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

B. Upon receipt of a Task Order, Consultant must promptly prepare a written description of the requested tasks including all components and subtasks ; the compensation to perform the task, in accordance with the rates set forth in Exhibit “C-1” (“Task Budget”); and a schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal.”
C. Contract officer shall in writing approve, modify, or reject the Task Proposal, and may issue a Notice to Proceed.

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

E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date.
01007.0009 2034618.10 A-4
V. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. Pre-construction meeting agenda
B. Site Specific Work Plan
C. Safety Plan
VI. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City apprised of the status of performance by delivering the following status reports:

A. As requested by the Contract Officer.

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

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

A. William (Billy) Brosemer, Owner/Operator
B. Jordan Brown, Equipment Operator/Laborer
C. Mike Larson, Agronomist Consultant/Equipment Operator

01007.0009 2034618.10 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

I. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted in its entirety.

II. Section 7.7 (Termination Prior to Expiration of Term) is hereby repealed and replaced to read in its entirety as follows:

“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 Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Agreement 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 Consultant may determine, and where termination is without cause, any work that is underway and incomplete on any field must be completed by Consultant prior to expiration of such ninety (90) day notice period; Consultant shall allow a longer notice period if necessary to ensure completion of such work to the City’s satisfaction prior to termination of the Agreement. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where Consultant has initiated t ermination, 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 Consultant has initiated termination, 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 o pportunity to cure pursuant to Section 7.2.”
01007.0009 2034618.10 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the services pursuant to Section s I-III of Exhibit “A” for the following fixed fee amounts:

Diamonds
Sq Ft
Diamonds
Qty
Year 1 Year 2 Year 3
5,000 – 10,000 1 $10,711 $10,711 $10,711
10,000 – 15,000 10 $117,500 $107,500 $117,500
15,000 – 20,000 5 $73,740 $69,000 $69,000
20,000 – 25,000 5 $84,750 $84,750 $79,000
Totals: 21
Diamonds
$286,701 $271,961 $276,211
Total $834,873
Note: Any field not serviced due to the closure of a p ark for renovation as provided in Section III of Exhibit “A” shall result in a pro -rata reduction in compensation as provided in this paragraph, and the unspent amount shall be available for on -call services pursuant to Section IV of Exhibit “A.” The pro-rata reduction for each field not serviced shall be equal to the amount specified for the relevant year for the applicable diamond square footage category as a whole divided by the quantity of diamonds in that category, as specified in the table above. For example, if the 17,538 square foot diamond in Carriage Crest Park is not serviced in Year 1, the total compensation specified for Year 1 in the table above ($286,701) would be reduced by $14,748, calculated as $73,740 (i.e., the total amount for 5 diamonds in the 15,000- 20,000 square foot category in Year 1) divided by 5 ( quantity of diamonds in that category) equals $14,748.

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

A. Line items for all personnel describing the work performed, the number of hours worked, and the applicable rate(s) or fixed fee amount(s) , with any pro- rata reductions.

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

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.
01007.0009 2034618.10 C-2
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

III. The total compensation for the Services shall not exceed $834,873.00 as provided in Section 2.1 of this Agreement.

IV. Consultant shall perform the on -call services pursuant to Section IV of Exhibit “A” at the billing rates set forth in Exhibit C-1 attached.

01007.0009 2034618.10 C-3
EXHIBIT C-1
Materials and Personnel Rates for On-Call Services:

Gail Materials Pro Gold Mix $95.07 per ton
Turface Conditioner $925.00 per ton
Green Waste Disposal $75.00 per ton
West Coast Turf Hybrid Fescue Sod $0.65 center per sq. ft.

Mobilization $500.00 per field
Administration Cost $250.00 per field
Equipment Operator $85.00 per hour
Project Manager $100.00 per hour
Laborer $75.00 per hour

01007.0009 2034618.10 D-1
EXHIBIT “D”

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

A. All fields serviced pursuant to Sections I -III of Exhibit “A” sha ll be serviced in accordance with a schedule approved by the Contract Officer pursuant to Section II below and shall be playable by March 1 of each year.

B. All fields serviced pursuant to Section IV of Exhibit “A” shall be playable by the applicable Task Completion Date.

C. Working Hours: 7:00AM to 3:30PM, Monday through Thursday (excluding holidays);

1. Any additional working hours or days must be approved by the Contract Officer.

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

A. Upon Agreement execution, Consultant will develop a detailed, site-specific annual service schedule and safety plan in coordination with the Contract Officer.

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

ADDENDUM NO. 1

REQUEST FOR PROPOSALS (RFP): 25-030

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

INFIELD LASER LEVELING SERVICES

ISSUE DATE: 05/29/2025 MANDATORY JOB WALK: 06/12/2025 | 8:00 AM – 12:00 PM QUESTIONS DEADLINE: 06/16/2025 | 2:00 PM PROPOSAL DEADLINE: 06/26/2025 | 9:00 AM

PROPOSALS MUST BE SUBMITTED ELECTRONICALLY

No late proposals will be accepted. Proposals received after the deadline established will not be considered for this contract. Proposers are strongly encouraged to carefully read the entire RFP and are solely responsible for the timely submittal of complete proposals. The City reserves the sole right to evaluate the proposals submitted, waive any irregularity therein, approve sub - consultants (if applicable), and s elect or reject proposals, should such action be deemed in the best interests of the City.

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

Please note, in the event of a conflict between any details included in this RFP 25-030 and any details in PlanetBids, this RFP 25-030 shall control and govern.

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

Josilla Togiola, Purchasing Manager

Purchasing Division
701 E. Carson Street
Carson, CA 90745
ADDENDUM NO. 1

A. SUMMARY
The City of Carson; hereinafter referred to as “City”, is seeking proposals from qualified contractors to provide athletic field laser leveling and as further detailed in the Project Scope and Specifications.

The City intends to award a five (5) year contract. Option years are not guaranteed and are at the City’s sole discretion, and dependent on contractor performance and City funding. The City reserves the right to award one contract or to award multiple contracts to multiple contractors.

B. BACKGROUND
The City of Carson was incorporated as a California general law city on February 20, 1968. On November 6, 2018, with the City's voters’ approval, the City of Carson became a California chartered city. Carson is considered one of the youngest municipalities in the South Bay region of Los Angeles County. Carson is located less than 20 miles south of downtown Los Angeles and is considered part of the South Bay section of Los Angeles County. The City’s acreage is

19.2 square miles, and has grown considerably , beginning with a population of 61,000 in 1968 and with a current population of close to 100,000 residents.

Carson prides itself on being a culturally diverse community and is accessible by air, rail and freeway. The City is close to the Los Angeles International Airport, the Long Beach Airport, the Port of Los Angeles, and the Port of Long Beach. The four freeways that surround or run through the City are the Harbor (110); the San Diego (405); the Artesia (91); and the Long Beach (710).

Additionally, the MTA Bus Line frequently stops in Carson on its route between Los Angeles and Long Beach and the City’s owned bus system, the Carson Circuit, provides convenient bus transportation within the City. There is no other city in the Los Angeles -Orange County region that matches Carson’s ease of accessibility. T he City is home to many large, modern petrochemical, electronics, automobile, aerospace, trucking, and high -tech facilities. Many of these companies have won regional and local beautification awards. A number of multinational companies also call Carson their home by locating their corporate headquarters here. Through cooperative efforts between the City and businesses, the vitality and future of Carson continues to flourish.

C. RFP GENERAL POLICES
The City of Carson reserves the right to make changes in the RFP as it may deem appropriate.

Any and all changes in this RFP shall be made by written addenda via PlanetBids. No oral changes will be permitted. Addenda issued during the solicitation process will become a part of the original RFP. All RFPs must be submitted by the date and time established for the RFP opening. The City reserves the right to take any action considered to be in the best interest of the City of Carson.

Proposals may be withdrawn prior to the RFP opening without prejudice upon written request to the Purchasing Office. No proposals may be withdrawn for a period of ninety (90) days once proposals have been opened by the Purchasing Manager or assigned designee.

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

Unless expressly stated otherwise, documents must be uploaded in PDF format. It is the Proposer’s responsibility to ensure their submission documents are properly and timely uploaded onto the City’s online bid management system. Submissions that are missi ng pages, cannot be opened, etc. may be considered nonresponsive. It is the Proposer’s sole responsibility to contact the City’s online bid management provider (PlanetBids at 818-992-1771) to resolve any technical issues related to electronic bidding, including (but not limited to) registering as a vendor, updating 1 ADDENDUM NO. 1
passwords, updating profiles, uploading/downloading documents, submitting an electronic bid/proposal, etc. All questions or requests for interpretation regarding this RFP solicitation must be submitted online through PlanetBids within the date and time sp ecified. Proposers are not to contact City personnel or Elected Officials with any questions or clarifications concerning this RFP other than through PlanetBids. Any City response for this RFP that is not posted through PlanetBids is unauthorized and will be considered invalid. Proposers are solely responsible for “on time” submission of their electronic bid. The Bid Management System will not accept late bids and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those bids that were transmitted successfully.

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

NOTE: E-Bids are sealed and cannot be viewed by the City until the closing date and time. If you need to withdraw your bid, you may do so any time before the bid deadline, by going back into the system and selecting “withdraw”.

D. PROPOSAL REQUIREMENTS
All proposals in response to this RFP must be submitted electronically on PlanetBids no later than the due date and time established on the cover page of this solicitation document. All proposal submission documents must be signed and dated by an official authorized to legally bind the entity and enter into a contract. All proposal submission documents shall be uploaded in PDF format.

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

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

I. Required Proposal Sections – not to exceed 20 pages:
 Proposer Qualifications – Summarize the qualifications of the Proposer. Include general information such as, but not limited to, the number of years in business, areas of expertise, etc.  Key Staff and Team – Identify Key Staff that will be assigned to the project and include a description of their skills, qualifications, and experience. Include a proposed project structure and organization chart.
 Project Understanding – Demonstrate an understanding of the Scope, key goals, and objectives.
 Project Approach and Work Plan – Include a detailed work approach and methodology, incorporating project stages, deliverables, project milestones, project timeline, and any other necessary information required to complete the Scope of Work.  Subcontractor List (if applicable) – Include a list of subcontractors, if applicable, that will be utilized to complete the Scope of Work. Identify the subcontractor’s qualifications and extent of work to be performed by each subcontractor. Include a summary of the subcontractor’s qualifications, key personnel, primary contact name, phone number, and email. • The majority of the work as required herein must be performed by the awarded contractor. The work may not be subcontracted to another contractor unless the subcontractor has been included in the Proposal, or a substitution has been approved in writing by the City’s Contracting Officer in advance of work performed.
 Cost File (Attached as Exhibit C) – Include all labor costs, overhead costs, subconsultant costs, 2 ADDENDUM NO. 1
and an itemized list for direct expenses. Include hourly rates for all personnel classifications/titles that would typically be required to complete the Scope of Work, any additional applicable fees that would be applicable. Include hourly rates for additional work which may be authorized by the City’s Contract Officer. Include prevailing wage rates, if applicable. • Cost Files must be submitted as a standalone document, utilizing the Cost File upload option in Planet Bids.
• The following costs will not be allowed: additional charges such as fuel surcharges and mileage rates, fines, entertainment, advertising, and any costs considered inappropriate for reimbursement from taxpayer money.
• Permits, licenses and fees must be obtained at the awarded contractor’s sole expense. • Federal taxes must not be included, as the City is exempt from paying federal taxes. However, the City does pay Sales Tax on the purchase of items, which must be included as a separate line within the total bid price.

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

E. QUESTIONS AND ADDENDA
Any requests for clarification or other questions must be submitted via PlanetBids using the “Q&A” tab no later than the date and time established on the cover page of this solicitation document.

No verbal requests or requests made in any other format will be accepted. Each question must be submitted separately, not combined into a single submission or written in paragraph form. Be sure to include the corresponding Section and page number with each question.

Changes to the RFP itself shall only be made by the City via formal written addenda. Addenda will be published and distributed through the Vendor Portal. All addenda shall become a part of the RFP document requiring both signature and acknowledgement by the proposer.

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

Type of
Question
Contact Contact Info
Those related
to the Contract
PlanetBids Post directly to
PlanetBids under
the “Q&A” tab
Use of
PlanetBids
PlanetBids (818) 992-1771
City’s
Purchasing
Process
Josilla
Togiola
Purchasing
Manager
jtogiola@carsonca.
gov
(310) 830-7600 ext.
1237
3 ADDENDUM NO. 1

F. PROPOSER QUALIFICATIONS
Proposers and any subcontractors who do not meet the minimum qualifications will be disqualified. Proposers and any subcontractors shall provide proof of the following minimum qualifications and maintain qualifications:
 Valid State of California Contractor’s License: C-27 landscaping contractor license.  Have qualified personnel with the prerequisite knowledge and experience to perform the required scope.
 A minimum of five (5) years previous relevant experience (Park, college, major league, or minor league)
 Demonstrated capability to complete the required scope.  Qualification to conduct business in the City including, not limited to maintaining a City business license, maintaining the required Insurance, for the term of the Contract.  Registration with the California Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5. Contractor is responsible for maintaining active registration with the DIR for the duration of the contract. Pursuant to Labor Code Section 1773, this work is subject to prevailing wages as established by the DIR for the locality in which the public work is to be performed for each craft, classification or type of worker needed to perform the contract. Refer to the California DIR’s website, http://www.dir.ca.gov/dlsr for such prevailing wages and additional information. Certified payrolls must be submitted to the DIR online portal.  Attend mandatory Pre-Proposal Meeting. Pre-Proposal Meetings are held for the purpose of allowing interested vendors to view the job site and ask any questions. Where there exists a mandatory pre-proposal meeting, only those vendors present during the meeting will be considered for award. Proposers are encouraged to arrive early. Attendance will be recorded.

Mandatory Job-Walk (RFP 25-030)
June 12, 2025 – 8:00 AM – 12:00 PM
# Park Type Address Start
Time End Time # of
Fields
* Carriage Crest Multi Use Field 23800 S Figueroa St, Carson, CA 90745 3 * Foisia Park Multi Use Field 23410 Catskill Ave, Carson, CA 90745 3 1 Hemingway
Park
Multi Use Field 700 E. Gardena Blvd. Carson, CA 90746 8 am 8:15 am 2 2 Stevenson Park Multi Use Field 17400 Lysander Dr. Carson, CA 90746 8:30 am 8:45 am 2 3 Dolphin Park Multi Use Field 21205 S. Water St. Carson, CA 90745 9 am 9:15 am 2 4 Dominguez
Park
Multi Use Field 21330 Santa Fe Ave. Carson, CA 90810 9:30 am 9:45 am 2 5 Calas Park Multi Use Field 1000 E. 220th St. Carson, CA 90745 10 am 10:15 am 1 6 Veterans Park Multi Use Field 22400 Moneta Ave. Carson, CA 90745 10:45 am 11:00 am 2 7 Carson Park Multi Use Field 21411 Orrick Ave. Carson, CA 90745 11:15 am 11:30 am 2 8 Del Amo Park Multi Use Field 703 E Del Amo Blvd. Carson, CA 90745 11:45 am 12:00 pm 2 * = Site is currently under construction and will not be visited.

G. PROJECT LOCATION AND SCHEDULE
Job Location: Citywide
Job Work Schedule: To be determined.
4 ADDENDUM NO. 1

H. INSURANCE REQUIREMENTS
The selected contractor must comply with insurance requirements as detailed in the Contract Services Agreement and as listed below. The Acknowledgement of Insurance Endorsements must also be signed and submitted as part of the bid requirements.

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

Certificate of Insurance:

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

Auto Liability: Additional Insured and Waiver of Subrogation must be checked.

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

Description of Operations:

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

2. GL is Primary and Non-Contributory.

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

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

General Liability Provisions:

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

GL Endorsements:

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

2. Primary and Non-contributory endorsement.

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

Automobile Liability Provisions:

Coverage form ISO CA 00 01. Minimum limits $1MM single combined limit.

Auto Insurance Endorsements:

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

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

Worker’s Compensation Provisions:

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

WC Endorsements:

1. Waiver of Subrogation endorsement in favor of City of Carson Anticipated Procurement Schedule (Subject to changes)
1 Award of Contract July 2025
2 Contract Execution July 2025
3 Begin Engagement ASAP
5 ADDENDUM NO. 1
I. PROPOSAL OPENING, DOCUMENT REVIEW, AND AWARD OF CONTRACT(S) The City intends to award a one (1) year contract. Option years are not guaranteed and must be upon mutual written agreement of the parties. The cost of the services shall remain firm for the term of the initial agreement and option years, if any.

Proposals will be evaluated on the basis of the response to all provisions of the RFP. The award, unless proposals are rejected, shall be pursuant to Carson Municipal Code (CMC) Section § 2611 (b)(1)(2)(3)(4) Competitive Bidding (c) Professional Services Procurement and shall be based on (i) demonstrated competence, the professional qualifications necessary for satisfactory performance of the required services; (ii) a fair and reasonable price; and (iii) evidence that the person or firm carrying out the con tract responsibilities possesses the expertise and experience to perform the requisite professional services, as more particularly set forth in the evaluation criteria table below.

The City reserves the right to modify the evaluation criteria as deemed appropriate prior to the commencement of evaluation.

J. OTHER REQUIREMENTS
Prevailing Wage Required: YES
Performance Bond Required: NO
K. PROPOSAL OPENING, DOCUMENT REVIEW, AND AWARD OF CONTRACT All proposals will be opened publicly in the Office of the City Clerk on the date and time noted on the Notice of Request for Proposals. Proposals will be considered confidential until opened.

Unless all bids are rejected as provided in the City’s purchasing ordinance, all contracts of the City shall be awarded to the lowest responsible and responsive bidder. “Lowest responsible and responsive bidder” means the bidder who submits the lowest monetary bid that responds to the terms upon which bids were requested, and who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the contract.

The City will use the following criteria to evaluate proposals:

Evaluation Criteria Points
Demonstrated understanding of work requested and
ability to provide requested services.
30 Points
Quality of Firm – Technical skill, experience,
performance, and approach.
25 Points
Demonstrated familiarity with City, County, and State
procedures.
10 Points
Reference 15 Points
Completeness and Quality of Proposal 20 Points
Total 100 Points
A minimum score of 70 points will be needed for a proposer to be deemed responsible. From among all such proposers, City will select the lowest responsive bid for award of the contract. 6 ADDENDUM NO. 1
The City reserves the right to: (1) Accept or reject any and all proposals or any part of any proposal and to waive any irregularities or informalities in any proposal; (2) Request clarification of any information contained in a proposal or allow for the correction of errors and/or omissions; (3) Conduct qualification interviews with highest ranked proposer(s) prior to a final selection; (4) Solicit new proposals on the same project, or on a modified project, which may include portions of the original RFP as the City may deem necessary; (5) Disregard all non-conforming, non- responsive, or conditional proposals; (6) Reject the response of any proposer who does not pass the evaluation to the City’s satisfaction; (7) Award a contract based solely on the submittal; (8) Select the proposal that will best meet the needs of the City; (9) Request clarification of any proposal; (10) Negotiate the Contract Services Agreement terms with tentatively selected proposer(s); and (11) Modify the evaluation criteria as deemed appropriate prior to the commencement of evaluation.

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

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

7 ADDENDUM NO. 1

SCOPE OF SERVICES (RFP 25-030)

INFIELD LASER LEVELING SERVICES

The Contractor hereby acknowledges that before submitting their bid for this Contract, that the Contractor has visited all existing areas to be laser leveled, verified the approximate size of the multi-use fields, noted each location for the proposed work, and informed themselves fully as to all conditions which might affect the specified work. The Contractor shall not be relieved of liability under this Contract, nor the City be held liable, for any loss sustained by the Contractor as a result of any variance between the conditions as referred to in the Project Scope and Specifications and the actual conditions revealed during the examination of the locations of the proposed work.

Note to Bidders: All quantities are an approximation, and it is the responsibility of the Bidders to verify the accuracy of the quantities and the inclusion of all work necessary for a complete and fully operational laser leveling. Any inaccuracy of the quantities does not relieve any Bidder of its responsibility or requirement to complete laser leveling. Laser leveling schedule will be determined by City in pre-construction meeting.

The Contractor shall furnish all tools, equipment, apparatus, facilities, labor, materials, supervision, and transportation necessary to fully perform and complete in a workmanlike manner to the satisfaction of the City, and in compliance with the provisions and requirements hereof, all work required to complete the Project. Contractor must dump and dispose of waste and use City dumpsters located at parks. City of Carson has a contract with Waste Resources for all trash disposals and therefore must use Waste Resources for any dumpster/roll of bins etc. Contractor must possess a C-27 state license.

City Review of Work: The Contractor shall arrange for approval of all work. The Contractor shall contact the City’s Contract Manager a minimum of 48 hours (2 workdays) in advance of the time approvals are required. Before Contractor can be paid, the City’s Contract Officer will meet with the Contractor to approve the work and to assure all work has been properly completed and conforms to the project scope of work.

Substitution of Materials: Specific reference to manufacturer’s name and products indicated in the project scope of work are used as standards. This implies no right to substitute other materials or methods without written approval of the City’s Contract Officer. Any proposed substitution of a product shall be submitted to the City for approval. The City’s preferred infield mix is Gail’s Pro Gold (no stabilizer) and Turface Pro League Elite Red Top dressing Delivery and Storage: All materials shall be delivered to the work sites in an undamaged condition, with manufacturer’s label intact, describing contents/materials and manufacturer when applicable.

The materials shall be protected against damage, and stored, if necessary, in a location approved by the City. Contractor shall replace damaged material at no additional cost to the City.

Vehicular Access: All contractors vehicles, equipment, and machinery shall be restricted to those 8 ADDENDUM NO. 1
areas identified by the City for ingress and egress from the work sites where applicable. To 9 ADDENDUM NO. 1
minimize damage to existing improvements, Contractor’s vehicles and equipment shall operate only in those areas immediately adjacent to the work sites.

Stockpiling: No equipment storage or material stockpiling shall be permitted at the work sites unless approved by the City’s Contract Officer. The City takes no responsibility or liability in any vandalism or damage to the material, if stockpiling is allowed.

SAFETY REQUIREMENTS
Public Safety and Cooperation – All City baseball and softball field renovation work shall be conducted in a manner as to cause the least possible interference or annoyance to others.

Unless the work area is totally barricaded or otherwise kept safe, at least one worker shall serve to coordinate safe operations on the ground at all times when work operations are in progress.

Noise levels resulting from work operations shall be kept to the minimum at all times and shall comply with any noise ordinance of the City of Carson.

Operation or work equipment should take place during normal City business hours [7:00 AM – 3:30 PM], Monday through Thursday. No work is to be conducted on Fridays, weekends or any City-recognized holidays unless prior written approval has been granted by the City’s Contract Officer. The Contractor shall remove all debris from the multi-use fields.

SCOPE OF WORK
The scope of work includes and is not limited to:

1. As needed, strip, prepare soil, level and install new sod around the perimeter arc of all fields to remove any infield lips to meet regulation standard. Distance of lip shall be regulation size and confirmed with contract officer. Any irrigation heads along lip will be marked and moved by City staff.

2. Dump and dispose of green waste at contractor’s expense, City does not allow dumping/disposing of green waste on City property.

3. Remove and re-install all hardware such as pitching rubbers, base pegs, and homeplate.

4. Water in heavy, rip, rototill, laser grade, compact and finish drag all infields with Turface Pro League Elite Red.

5. Provide and install Gails Materials Pro Gold infield mix (no stabilizer) and Turface Pro League Elite Red Top dressing according to manufacturer’s specifications.

6. Ensure positive drainage runoff of all infields at a minimum of .5-1% (if possible) pitched towards outfield or foul area.

7. Reset and install new bases, home plates, and pitcher’s rubbers, including new concrete base anchors with yellow rope (materials and dimensions provided by the City).

8. Irrigation components will be located and marked by the City prior to the start of work.

9. Fields must be playable before March 01 of every season. 10 ADDENDUM NO. 1

SITE LOCATIONS/DIAMONDS
Note to Proposers: The following quantities are an approximation, and it is the responsibility of the Proposers to verify the accuracy of the quantities and the inclusion of all work necessary for a complete and fully operational laser leveling. Any inaccuracy of the quantities does not relieve the Proposer of its responsibility or requirement to complete the laser leveling services.

Location Sq. Footage (Approx.) Lip Footage (Approx.)
Calas Park - 1000 E. 220th St., Carson, CA 14,287 218
Carriage Crest Park - 23800 S. Figueroa Street, Carson, CA
17,538 245
10,581 188
15,000 200
Carson Park - 21411 Orrick Ave., Carson, CA
10,000 180
7,817 176
Del Amo Park - 703 E. Del Amo Blvd., Carson, CA
16,785 254
11,229 200
Dolphin Park - 211205 Water St., Carson, CA
12,600 208
22,398 315
Dominguez Park - 21330 Santa Fe Ave., Carson, CA 18,682 261 Foisia Park - 23410 Catskill Ave., Carson, CA
20,630 278
19,895 244
Hemingway Park - 700 E. Gardena Blvd., Carson, CA
21,164 303
10,110 198
Stevenson Park - 17400 Lysander Dr., Carson, CA
21,783 291
13,334 226
Veterans Park - 22400 Moneta Ave., Carson, CA
22,704 264
10,548 201
11 ADDENDUM NO. 1
COST FILE (RFP 25-030)

INFIELD LASER LEVELING SERVICES
Table A. Yearly Laser Leveling
Include lump sum pricing for each City identified laser level infield multi-use fields 1/year (refer to “Site Locations/Diamonds” in Project Scope and Specifications). Pricing should include:

2. Dump and dispose of green waste at contractor’s expense, City does not allow dumping/disposing of green waste on City property.

3. Remove and re-install all hardware such as pitching rubbers, base pegs, and homeplate.

4. Water in heavy, rip, rototill, laser grade, compact and finish drag all infields with Turface Pro League Elite Red.

5. Provide and install Gails Materials Pro Gold infield mix (no stabilizer) and Turface Pro League Elite Red Top dressing according to manufacturer’s specifications.

6. Ensure positive drainage runoff of all infields at a minimum of .5-1% (if possible) pitched towards outfield or foul area.

7. Reset and install new bases, home plates, and pitcher’s rubbers, including new concrete base anchors with yellow rope (materials and dimensions provided by the City).

8. Irrigation components will be located and marked by the City prior to the start of work.

9. Fields must be playable before March 01 of every season.

LASER LEVELING AND INFIELD MIX ONLY
Diamonds
Sq. Ft.

Diamonds
Qty
Price
Year 1 Year 2 Year 3 Year 4 Year 5
5,000-10,000
1 $ $ $ $ $
10,000-15,000 9 $ $ $ $ $
15,000-20,000 5 $ $ $ $ $
20,000-25,000
5 $ $ $ $ $
Totals 21
Diamonds $ $ $ $ $
12 EXHIBIT A
Bidde
r/Proposer Affidavit
Bidder/Proposer Name: _________________________________________________________________ Mailing Address: ____ _____________________________________________________________ _________________________________________________________________ Main Contact & Title: _________________________________________________________________ Email: ___________________________________ Phone: __________________________________ B

IDDER/PROPOSER SIGNATURE AUTHORIZATION AND CERTIFICATION Per the California Corporate Code, Business and Processions Code, the Bidder's/ Proposer’s Bylaws/Operating Agreement and/or the attached Board Resolutions (if applicable), I/we hereby verity the following:

1. That
I/we am/are (an) authorized signatory(ies) for the Bidder/Proposer and as such am/are authorized t
o sign and bind the Bidder/Proposer to contract with the City of Carson;

2. T
hat the bid/proposal was not made in the interest or behalf of any person, partnership, company, association, organization or corporation not named or disclosed;

3. T
hat the bid/proposal is genuine; that all statements of fact in the bid/proposal are true;

4. T
hat the Bidder has not been debarred from participation in any State or Federal works project; Signature:
___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Signature:
____________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
BIDDER/PROPOSER AUTHORITY IS PROVIDED IN ACCORDANCE WITH:
Bidder/Proposer's Bylaws/Operating Agreement Section: _____________________________ Board Resolution
Corporate or Business Professions Code
IMPORTANT NOTE: If the signature authorization status of any individual changes at any time, it is the responsibility of the Bidder to contact the authorized City Staff regarding the change and to complete and submit new Bidder Information Form. Incorrect information on file may delay the processing of any of the documents submitted.

Purchasing Division
701 E. Carson Street
Carson, CA 90745
A
ffidavit of Non-Collusion and Non-Discrimination
I hereby swear (or affirm) under the penalty of perjury:

T
hat the attached proposal or bid has been arrived at by the responder independently and has been submitted without collusion with and without any agreement, understanding, or planned common course of action with any other firm or entity designed to limit fair and open competition; T
hat the contents of the proposal or bid response have not been communicated by the responder or its employees or agents to any person not an employee or agent of the responder and will not be communicated to any such persons prior to the official opening of the solicitation responses; and T
he proposer/bidder does not and shall not discriminate, will provide equal employment practices, and will adhere to an affirmative action program to ensure that in their employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.

I c
ertify that the above statements are true and accurate.

Authorized Official:

1. N
o Federal appropriated funds have been paid, by or on behalf of the above named firm to any pers on f
or influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an of
ficer of employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, loan or cooperative agreement, an d any
extension, continuation, renewal, amendment, or modification thereof, and;

2. I
f any funds other than Federal appropriated funds have paid or will be paid to any person for influencing or attempting to influence an officer or employee or any agency, a Member of Congress or employee of Congress or an employee of a Member of Congress in connection with this Federal contract, grant loan, or cooperative agreement, the above named firm shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions, and;

3. T
he above-name firm shall require that the language of this certification be included in the awar d doc
uments for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreement) and that all sub-recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into the transaction imposed by Section 1352 Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Authorized Official:

I
am a duly authorized representative of (“Consultant”). Consultant certifies, to the best of its knowledge and belief, that Consultant, including its principals:

I
s not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency, and not does not have a proposed debarment pending;
H
as not within the three-year period preceding this certification been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction, contract, or subcontract under a public transaction; for violation of federal or state antitrust statutes; or for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; I
s not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) above; and
H
as not within the three-year period preceding this certification had one or more public transactions (federal, state or local) terminated for cause or default.

C
onsultant further certifies that Consultant, including its principals, is not listed on the government -wide exclusions in the System for Award Management.

C
onsultant acknowledges that falsely providing this certification may result in criminal prosecution or administrative sanctions, and that this certification is a required component of all proposals in response to this IFB/RFP/RFQ.

A
proposal that does not include a completed and signed version of this certification will be deemed incomplete and materially nonresponsive, and will not be considered.

Authorized Official:

Signature:___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
A
cknowledgment of Insurance Endorsements
In recognition of _________________________________ (“Company”) having submitted a proposal or bid to the City of Carson IFB/RFP/RFQ #_______________, dated ________________, 202__ (“RFP”/”IFB”/”RFQ”), issued by the City of Carson (“City”), and in further recognition that the City requires Company to comply with certain insurance requirements (i) as set forth in Section ______ (“Insurance Provisions”) of the Agreement (which Agreement is defined in and made part of the IFB/RFP/RFQ ) and (ii) t
he Other Insurance requirements described in the IFB/RFP/RFQ, if any, I represent that I am the aut
horized Insurance Broker of Record for Company, and by signing below, I acknowledge, warrant and r
epresent that Company meets the requirements set forth in Insurance Provisions and any applicable O
ther Insurance requirements, and if requested , shall furnish all the insurance endorsements prescribe d i
n the Insurance Provisions and Other Insurance within thirty (30) days of contract award, as respecting. [
PLEASE CHECK ALL THAT APPLY]
____ General Liability
____ Automobile Liability
____ Worker’s Compensation
____ Professional Liability
____ Pollution Liability
Other Insurance Provisions:
____ Cyber Liability
____ Crime Insurance
____ Bonds
____
________________________________ ____________________________________ Name of Insurer [Print] Name, Title [Print]
____
________________________________ ____________________________________ Signature Date
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Cli
ent Reference List
Provide at least 3 references for projects of similar scope and capacity completed within the last 3 years. The City reserves the right to contact any references provided.

Bidder/Proposer Name: ______________________________________________________

1. Clie
nt Name: __________________________________________________________ Address: ________________________________________________________________ Contact: ___________________________ Email: _____________________________ Project Description: _________________________________________________________ Project Start: _______________________ Project End: ________________________ Project Budget: _____________________

2. Client Name: __________________________________________________________ Address: ________________________________________________________________ Contact: ___________________________ Email: _____________________________ Project Description: _________________________________________________________ Project Start: _______________________ Project End: ________________________ Project Budget: _____________________

3. Client Name: __________________________________________________________ Address: ________________________________________________________________ Contact: ___________________________ Email: _____________________________ Project Description: _________________________________________________________ Project Start: _______________________ Project End: ________________________ Project Budget: _____________________
Authorized Official:

EXHIBIT B

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
_____________________________________

01007.0001/644685.1 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
____________________
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2017 by and between the CITY OF CARSON, a California municipal corporation (“City”) and ___________________________, _________________ (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

01007.0001/644685.1 -2-
professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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, unt il acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

01007.0001/644685.1 -3-

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

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

1.9 Special Requirements.

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 __________________________________ Dollars ($______) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

01007.0001/644685.1 -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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.

2.5 Waiver.

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

01007.0001/644685.1 -5-
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

3.3 Force Majeure.

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

3.4 Term.

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

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

(Name) (Title)

01007.0001/644685.1 -6-

(Name) (Title)

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

4.2 Status of Consultant.

4.3 Contract Officer.

The Contract Officer shall be _____________________________. 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.

01007.0001/644685.1 -7-
independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

01007.0001/644685.1 -8-
$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s servic es or the termination of this Agreement.

During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

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

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

01007.0001/644685.1 -9-
All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

5.3 Indemnification.

01007.0001/644685.1 -10-
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk 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

01007.0001/644685.1 -11-
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.

6.2 Reports.

6.3 Ownership of Documents.

01007.0001/644685.1 -12-
liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

01007.0001/644685.1 -13-
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.

7.3 Retention of Funds.

7.4 Waiver.

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

01007.0001/644685.1 -14-

7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

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 shor ter time as the Consultant may dete rmine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

01007.0001/644685.1 -15-

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

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

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the 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, r eligion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

01007.0001/644685.1 -16-

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

9.2 Interpretation.

9.3 Counterparts.

9.4 Integration; Amendment.

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

01007.0001/644685.1 -17-

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

01007.0001/644685.1 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

, Mayor
ATTEST:

, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
CONSULTANT:
_______________________________
By:

Name:

Title:

By:

Name:

Title:

Address:

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

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

01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2017 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/644685.1 A-1
EXHIBIT “A”

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

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

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

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

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

01007.0001/644685.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

01007.0001/644685.1 C-1
EXHIBIT “C”

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

RATE TIME SUB-BUDGET
A. __________ __________ __________
B. __________ __________ __________
C. __________ __________ __________
D. __________ __________ __________

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

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

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

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

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

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

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

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

01007.0001/644685.1 D-1
EXHIBIT “D”

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

Days to Perform Deadline Date
A. Task A ______________ ______________
B. Task B ______________ ______________
C. Task C ______________ ______________

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

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

EXHIBIT C
11 COST FILE (RFP 25-030)

INFIELD LASER LEVELING SERVICES

Table A. Yearly Laser Leveling

Include lump sum pricing for each City identified laser level infield multi-use fields 1/year (refer to “Site Locations/Diamonds” in Project Scope and Specifications). Pricing should include:

2. Dump and dispose of green waste at contractor’s expense, City does not allow dumping/disposing of green waste on City property.

3. Remove and re-install all hardware such as pitching rubbers, base pegs, and homeplate.

4. Water in heavy, rip, rototill, laser grade, compact and finish drag all infields with Turface Pro League Elite Red.

5. Provide and install Gails Materials Pro Gold infield mix (no stabilizer) and Turface Pro League Elite Red Top dressing according to manufacturer’s specifications.

6. Ensure positive drainage runoff of all infields at a minimum of .5-1% (if possible) pitched towards outfield or foul area.

7. Reset and install new bases, home plates, and pitcher’s rubbers, including new concrete base anchors with yellow rope (materials and dimensions provided by the City).

8. Irrigation components will be located and marked by the City prior to the start of work.

9. Fields must be playable before March 01 of every season.

LASER LEVELING AND INFIELD MIX ONLY
Diamonds
Sq. Ft.

Diamonds
Qty
Price
Year 1 Year 2 Year 3 Year 4 Year 5
5,000-10,000
1 $

$
10,000-15,000 9 $ $ $ $ $
15,000-20,000 5 $ $ $ $ $
20,000-25,000
5 $

$
Totals 21 Diamonds
$ $ $ $ $

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 29. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING A PURCHASE AGREEMENT WITH DEERE & COMPANY DBA JOHNDEERE FOR THE PROCUREMENT OF THREE (3) JOHN DEER GATOR TE AND ONE (1) PRO GATOR 2020AFOR THE COMMUNITY SERVICES DEPARTMENT/PARK MAINTENANCE DIVISION (CITY COUNCIL) I. SUMMARY
The Community Services/Recreation/Park Maintenance Department, through its Park Maintenance Division, is requesting City Council approval to purchase three (3) new 2025 John Deere Gator TEs and one (1) Pro Gator 2020A to support and improve daily park maintenance operations. The Gators will allow staff to safely and eﬃciently transport tools, materials, and personnel throughout Carriage Crest Park and Foisia Park once renovations are completed, anticipated in December 2025 for Foisia Park and Spring 2026 for Carriage Crest Park.

Of the three (3) gators that will be purchased, two (2) will be assigned to Carriage Crest Park, and the third to Foisia Park. The Pro Gator 2020A will further enhance the Division’s turf care and maintenance capabilities, including activities such as de-thatching, topdressing, overseeding, and other general park upkeep. This gator will not be dedicated to a speciﬁc park; rather, it will travel to the facility requiring turf maintenance. To ensure cost eﬃciency and compliance with public purchasing standards, the equipment is proposed to be acquired through Sourcewell Cooperative Contract No. 112624-DAC, in an amount not to exceed $108,761.95.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a Purchase Agreement with Deere & Company dba John Deere, an authorized Sourcewell vendor via Contract #112624-DAC, for the purchase of three (3) John Deere Gator TEs and one (1) Pro Gator 2020A for a total not-to-exceed cost of $108,761.95 (Exhibit No. 1; “Agreement”); and

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

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

IV. BACKGROUND
The Community Services/Recreation/Park Maintenance Department, through the Park Maintenance Division, is responsible for maintaining the landscaped areas and grounds at the City’s parks, recreational facilities, City Hall, and the Carson Event Center. Two major facilities under the Division’s care, Carriage Crest Park and Foisia Park, are currently undergoing full-scale renovations that will deliver modern, high-quality recreational amenities for the community. When complete, these parks will feature a variety of new active and passive amenities, including:

Three (3) pickleball courts
Four (4) full basketball courts
An artiﬁcial turf soccer/football ﬁeld
Six (6) multi-use ﬁelds
A dedicated dog park
Extensive landscaping and ornamental plantings
With the grand openings of these two parks approaching, Foisia Park anticipated in December 2025 and Carriage Crest Park in Spring 2026, it is essential that the Park Maintenance Division’s equipment and operational standards expand to meet the needs of these upgraded, high-proﬁle community spaces. To support this effort, staff is requesting City Council approval to purchase three (3) John Deere Gator TEs (two for Carriage Crest Park and the third for Foisia Park) and one (1) Pro Gator 2020A to enhance the Division’s maintenance capabilities.

John Deere Gator TE: Operational Beneﬁts
The John Deere Gator TE is an electric, utility-style maintenance vehicle that will provide the Division with several key advantages:

Operational Eﬃciency: The Gators allow staff to move quickly across large park areas, transporting tools, debris, fertilizers, and irrigation materials eﬃciently. This mobility increases productivity and reduces time spent walking or driving large vehicles through the parks.

Equipment Transport and Versatility: The Gators’ compact design and rear cargo bed make it easy to carry hand tools, soil, plants, and small equipment directly to areas inaccessible by larger vehicles. Their versatility enables staff to complete a wider range of maintenance tasks with less downtime.

Reduced Wear on Turf and Pathways: Because of their lightweight design, the Gators minimize turf compaction and reduce wear on landscaping and hardscape surfaces, helping preserve the parks’ new plantings and turf.

Sustainability and Noise Reduction: The Gators are fully electric and produce zero emissions, supporting the City’s sustainability goals and improving air quality. They also operate much more quietly than gas-powered vehicles, creating a more pleasant experience for both staff and park visitors. With fewer moving parts, they require less maintenance and have lower long-term operating costs.

John Deere Pro Gator 2020A: Turf Maintenance and Eﬃciency The Pro Gator 2020A is a specialized turf maintenance vehicle designed to improve the Division’s ability to care for ﬁelds and large grassy areas.

Reduced Turf Compaction and Surface Damage: The Pro Gator’s light frame and turf-friendly tires distribute weight evenly, minimizing soil compaction and protecting turf root systems. This reduces damage to playing ﬁelds, particularly during wet conditions or heavy use.

Enhanced Eﬃciency for Turf Renovation Projects: The Pro Gator is capable of towing and operating attachments such as topdressers, aerators, and sprayers. This allows crews to perform de-thatching, topdressing, overseeding, and other turf renovation tasks quickly and effectively—helping maintain high- quality playing surfaces and reducing downtime between ﬁeld uses.

Improved Mobility Between Sites: The Pro Gator’s compact size allows it to be easily transported between parks using existing trailers, enabling crews to respond to maintenance needs across multiple facilities without requiring specialized hauling equipment.

Procurement Process
Section 2611(g) of the City’s Municipal Code (CMC) authorizes the City to participate in cooperative purchasing programs with other public agencies, allowing the City to purchase materials, supplies, and equipment without conducting a separate local bidding process. This method is permitted when the cooperative program has already conducted a competitive procurement process that complies with applicable public contracting laws. The City is a registered member of Sourcewell (Member ID #38521), a national cooperative purchasing agency that allows public entities to leverage competitively awarded contracts to reduce costs and increase eﬃciency. Sourcewell’s Grounds Maintenance Contract #112624-DAC provides pre-negotiated pricing for John Deere equipment through Deere & Company.

The City’s Purchasing Manager has veriﬁed that the Sourcewell procurement process satisﬁes the requirements of CMC Section 2611(g) and has therefore waived the formal bidding process for this purchase (see Exhibit 3).

Consequently, should the City Council approve staff’s recommendation, the City will purchase three (3) John Deere Gator TEs and one (1) Pro Gator 2020A through the Sourcewell cooperative purchasing contract for a total not-to- exceed amount of $108,761.95.

V. FISCAL IMPACT
Funds for this purchase are available in the Fiscal Year 2025-26 Adopted Budget and allocated across the following accounts:

Account No. 101-90-970-107-8004: $18,761.95
Account No. 101-90-970-105-8004: $90,000
These budgeted funds are designated for equipment purchases within the Community Services/Recreation/Parks Maintenance Department to support ongoing park and facility maintenance operations.

VI. EXHIBITS

1. Proposed Purchase Agreement

2. Deere & Company Proposal

3. Purchasing Waiver

Attachments
Deere & Company - Purchase Agreement.pdf
JOHN DEERE - PROPOSAL.pdf
SIGNED PURCHASING WAIVER - DEERE & COMPANY.pdf

Vendor: Deere & Company 2000 John
Deere Run Cary, NC 27513
For any questions, please contact:

Signature on all LOIs and POs with a
signature line
Contract name or number; or JD Quote ID
Sold to street address
Ship to street address (no PO box)
Bill to contact name and phone number
Bill to address
Bill to email address (required to send the invoice and/or to obtain the tax exemption certificate)
Membership number if required by the contract
Quotes of equipment offered through contracts between Deere & Company, its divisions and subsidiaries (collectively “Deere”) and government agencies are subject to audit and access by Deere's Strategic Accounts Business Division to ensure compliance with the terms and conditions of the contracts.

Customer:

Quotes are valid for 30 days from the creation date or upon contract expiration, whichever occurs first.

A Purchase Order (PO) or Letter of Intent (LOI) including the below information is required to proceed with this sale. The PO or LOI will be returned if information is missing.

Zachary Moore
Stotz Equipment 4811 Brooks Street
Montclair, CA 91763
Tel: 909-626-8586
Mobile Phone: 909-664-3209
Fax: 909-626-3767
Email: [email protected]

ALL PURCHASE ORDERS MUST BE MADE OUT
TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT
TO DELIVERING DEALER:

Deere & Company
2000 John Deere Run
Cary, NC 27513
FED ID: 36-2382580
UEID: FNSWEDARMK53
Stotz Equipment
4811 Brooks Street
Montclair, CA 91763
909-626-8586
[email protected]
Salesperson: X_____________ Accepted By: X______________ Confidential
Equipment Summary Selling Price Qty Extended
JOHN DEERE ProGator 2020A (Gas) $ 41,855.12 X 1 = $ 41,855.12 Contract: Sourcewell Grounds Maint 112624-DAC (PG NB CG 70) Price Effective Date: July 9, 2025
open market 4 post canopy $ 1,850.00 X 3 = $ 5,550.00
Contract: Sourcewell Grounds Maint 112624-DAC (PG NB CG 70) Price Effective Date:

JOHN DEERE GATOR™ TE (Model
Year 2026)
$ 16,996.77 X 3 = $ 50,990.31
Contract: Sourcewell Grounds Maint 112624-DAC (PG NB CG 70) Price Effective Date: September 7, 2025
Equipment Total $ 98,395.43
Trade In Total $ 0.00
* Includes Fees and Non-contract items Quote Summary
Equipment Total $ 98,395.43
Trade In
SubTotal $ 98,395.43
Sales Tax - (10.50%) $ 10,331.52
ca tire fee $ 35.00
Total $ 108,761.95
Down Payment (0.00)
Quote Summary
Prepared For: Delivering Dealer:

CITY OF CARSON
701 E CARSON ST
CARSON, CA 90745
Business: 310-952-1758
[email protected]
Stotz Equipment
Zachary Moore
4811 Brooks Street
Montclair, CA 91763
Phone: 909-626-8586
Mobile: 909-664-3209
[email protected]
Customer agrees to read Operator’s Manual before
operation of equipment.

Quote Id: 33149669
Created On: 10 July 2025
Last Modified On: 08 September
2025
Expiration Date: 30 October 2025

ALL PURCHASE ORDERS MUST BE MADE OUT
TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT
TO DELIVERING DEALER:

Deere & Company
2000 John Deere Run
Cary, NC 27513
FED ID: 36-2382580
UEID: FNSWEDARMK53
Stotz Equipment
4811 Brooks Street
Montclair, CA 91763
909-626-8586
[email protected]
Salesperson: X_____________ Accepted By: X______________ Confidential
Rental Applied (0.00)
Balance Due $ 108,761.95
Selling Equipment
Quote Id: 33149669 Customer Name: CITY OF CARSON

ALL PURCHASE ORDERS MUST BE MADE OUT
TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT
TO DELIVERING DEALER:

Deere & Company
2000 John Deere Run
Cary, NC 27513
FED ID: 36-2382580
UEID: FNSWEDARMK53
Stotz Equipment
4811 Brooks Street
Montclair, CA 91763
909-626-8586
[email protected]
Confidential
JOHN DEERE ProGator 2020A (Gas)
Contract: Sourcewell Grounds Maint
112624-DAC (PG NB CG
70)
Price Effective Date: July 9, 2025
Selling Price *
$ 41,855.12
* Price per item - includes Fees and Non-contract items Code Description Qty List Price Discount% Discount
Amount
Contract
Price
Extended
Contract Price
140GTC ProGator 2020A (Gas) 1 $ 42,074.00 24.00 $ 10,097.76 $ 31,976.24 $ 31,976.24 Standard Options - Per Unit
001A US/Canada 1 $ 0.00 24.00 $ 0.00 $ 0.00 $ 0.00
183N JDLink™ Modem 1 $ 0.00 24.00 $ 0.00 $ 0.00 $ 0.00
1139 Standard Front Tires 23x10.5-
12 (4 PR)
1 $ 0.00 24.00 $ 0.00 $ 0.00 $ 0.00
1162 Wide Rear Multi-Trac (2) Tires
and (2) Wheels, 26 x 14-12 (4
PR)
1 $ 0.00 24.00 $ 0.00 $ 0.00 $ 0.00
1191 4WD Traction Unit 1 $ 8,174.00 24.00 $ 1,961.76 $ 6,212.24 $ 6,212.24 2200 Factory Installed Auxiliary
Hydraulics
1 $ 0.00 24.00 $ 0.00 $ 0.00 $ 0.00
9776 Cargo Box 1 $ 3,092.00 24.00 $ 742.08 $ 2,349.92 $ 2,349.92 9778 Quick Connect Kit 1 $ 223.00 24.00 $ 53.52 $ 169.48 $ 169.48 9837 Canopy with Rear View Mirror 1 $ 1,049.00 24.00 $ 251.76 $ 797.24 $ 797.24 Standard Options Total $ 12,538.00 $ 3,009.12 $ 9,528.88 $ 9,528.88 Dealer Attachments/Non-Contract/Open Market
1234 open market Wiring for plug 1 $ 350.00 0.00 $ 0.00 $ 350.00 $ 350.00 Dealer Attachments Total $ 350.00 $ 0.00 $ 350.00 $ 350.00 Value Added Services Total $ 0.00 $ 0.00 $ 0.00
Total Selling Price $ 54,962.00 $ 13,106.88 $ 41,855.12 $ 41,855.12 open market 4 post canopy
Hours: 0
Contract: Sourcewell Grounds Maint
112624-DAC (PG NB CG
70)
Selling Price *
$ 5,550.00
Selling Equipment
Quote Id: 33149669 Customer Name: CITY OF CARSON

ALL PURCHASE ORDERS MUST BE MADE OUT
TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT
TO DELIVERING DEALER:

Deere & Company
2000 John Deere Run
Cary, NC 27513
FED ID: 36-2382580
UEID: FNSWEDARMK53
Stotz Equipment
4811 Brooks Street
Montclair, CA 91763
909-626-8586
[email protected]
Confidential
* Price per item - includes Fees and Non-contract items Code Description Qty List Price Discount% Discount
Amount
Contract
Price
Extended
Contract Price
ap-jg1 6gcanopy for gator 3 $ 1,850.00 0.00 $ 0.00 $ 1,850.00 $ 5,550.00 Total Selling Price $ 1,850.00 $ 0.00 $ 1,850.00 $ 5,550.00 JOHN DEERE GATOR™ TE (Model Year 2026)
Contract: Sourcewell Grounds Maint
112624-DAC (PG NB CG
70)
Price Effective Date: September 7, 2025
Selling Price *
$ 50,990.31
* Price per item - includes Fees and Non-contract items Code Description Qty List Price Discount% Discount
Amount
Contract
Price
Extended
Contract Price
55D1M GATOR™ TE (Model Year
2026)
3 $ 15,699.00 17.00 $ 2,668.83 $ 13,030.17 $ 39,090.51
Standard Options - Per Unit
0202 United States 3 $ 0.00 0.00 $ 0.00 $ 0.00 $ 0.00
0505 Build to Order 3 $ 0.00 0.00 $ 0.00 $ 0.00 $ 0.00
1015 Turf Tires 3 $ 0.00 0.00 $ 0.00 $ 0.00 $ 0.00
4079 Less Roof and Panels 3 $ 0.00 0.00 $ 0.00 $ 0.00 $ 0.00 5008 Ultimate Protection Package 3 $ 765.00 17.00 $ 130.05 $ 634.95 $ 1,904.85 5105 Select Comfort and
Convenience Package
3 $ 2,600.00 17.00 $ 442.00 $ 2,158.00 $ 6,474.00
Standard Options Total $ 3,365.00 $ 572.05 $ 2,792.95 $ 8,378.85 Dealer Attachments/Non-Contract/Open Market
BM22405Beacon Light 3 $ 646.29 17.00 $ 109.87 $ 536.42 $ 1,609.26 BM22775Side tool rack 3 $ 454.76 17.00 $ 77.31 $ 377.45 $ 1,132.35 BM22773Tail Light Protectors 3 $ 135.89 17.00 $ 23.10 $ 112.79 $ 338.37 1234 open market fr wiring for plug 3 $ 350.00 0.00 $ 0.00 $ 350.00 $ 1,050.00 Dealer Attachments Total $ 1,586.94 $ 210.28 $ 1,376.66 $ 4,129.98 Value Added Services Total $ 0.00 $ 0.00 $ 0.00
Additional Discounts
Multi-unit Discount 3 $ 203.01 $ -203.01 $ -609.03
Selling Equipment
Quote Id: 33149669 Customer Name: CITY OF CARSON

ALL PURCHASE ORDERS MUST BE MADE OUT
TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT
TO DELIVERING DEALER:

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 30. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Transportation Subject: CONSIDER AWARDING AND APPROVING CONTRACT SERVICES AGREEMENTS WITH UBERTECHNOLOGIES, INC. AND ADMINISTRATIVE SERVICES COOPERATIVE, INC. FOR DIAL-A-RIDE SERVICES(CITY COUNCIL) I. SUMMARY
On October 17, 2024, the Transportation Services Division of the Community Services Department issued a Request for Proposals (RFP) seeking qualiﬁed ﬁrms to provide demand-responsive Dial-A-Ride services for senior and disabled residents. By the submission deadline, two ﬁrms, Administrative Services Co-op (Yellow Cab) and Uber Technologies, Inc. (Uber), submitted proposals. After a thorough evaluation of factors including experience, driver accountability, and customer service, staff ranked the proposal from Uber Technologies, Inc. highest according to the evaluation criteria set forth in the RFP. Staff initially planned to recommend award of the agreement to Uber at the June 3, 2025, City Council meeting. However, additional review was needed, and the item was deferred. To ensure uninterrupted service, the City extended the existing Yellow Cab agreement through December 31, 2025.

At the September 30, 2025, City Council meeting, following discussions with representatives from Uber and Yellow Cab, the item was continued to the next City Council meeting for further consideration. At the October 21, 2025, City Council meeting, staff was directed to return with a revised recommendation to split the RFP award and enter into contracts with both Uber and Yellow Cab, providing residents with additional service options. Consequently, this evening the City Council is asked to award and approve two (2) Contract Services Agreements, to Uber and Yellow Cab respectively, each with a ﬁve-year term, in an amount not-to-exceed total Contract Sum of $2,000,000 over the initial term.

II. RECOMMENDATION
TAKE the following actions:

1. AWARD and APPROVE a Contract Services Agreement with UBER TECHNOLOGIES, INC. to provide demand- responsive Dial-A-Ride services for a ﬁve-year term, for a not-to-exceed total Contract Sum of $2,000,000 over the course of the term (Exhibit No. 1; "Uber Agreement");

2. AWARD and APPROVE a Contract Services Agreement with ADMINISTRATIVE SERVICES COOPERATIVE, INC. to provide demand-responsive Dial-A-Ride services for a ﬁve-year term, for a not-to-exceed total Contract Sum of $2,000,000 over the course of the term (Exhibit No. 2; "Yellow Cab Agreement"); and,

3. AUTHORIZE the Mayor to execute the Uber Technologies Agreement and the Administrative Services Cooperative Agreement, following approval as to form by the City Attorney.

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

IV. BACKGROUND
The City’s Dial-A-Ride Program provides demand-responsive transportation for eligible residents 60 years of age and older, as well as residents with disabilities 18 years of age and older. Services are available 24 hours a day, seven days a week, including holidays. To participate, applicants must complete an enrollment application and provide proof of City residency. Once accepted, participants may travel within the program’s designated service boundaries for any purpose and may also access medical and social service destinations in Gardena, Harbor City, Lomita, Long Beach, San Pedro, and Torrance.

The City’s current service agreement with Administrative Services Co-Op (Yellow Cab) was originally scheduled to expire on June 30, 2025, but was extended to December 31, 2025, as noted above. Yellow Cab has provided Dial-A- Ride services to the City for more than 15 years. Based on current usage trends, the City budgets approximately $500,000 annually for these services, which supports an average of 20,000 rides per year.

Prior to the contract’s originally scheduled expiration, the City issued a Request for Proposals (RFP) on October 17, 2024, seeking qualiﬁed ﬁrms to provide Dial-A-Ride program services to ensure continuation of the program without interruption. Two proposals were received, from Administrative Services Co-Op (Yellow Cab) and Uber Technologies, Inc. (Uber). Based on the established evaluation criteria, Uber received the highest overall score (see Exhibit No. 3 - “Evaluation Scores”).

Staff had initially planned to recommend award of the new agreement with Uber at the June 3, 2025, City Council meeting. However, additional review of both service models was needed to ensure the City selected the most eﬃcient and customer-focused provider. To prevent any interruption of service, the existing Yellow Cab agreement was extended through December 31, 2025. With respect to both proposals, the City of Carson Municipal Code (CMC) Chapters 2610 and 2611 – Purchasing Procedures does not expressly invalidate proposals after a 90-day period. Rather, it provides the City with discretion to act in its best interest, and to accept or reject any and all proposals. This ﬂexibility allows a proposal to remain valid beyond the original time frame, provided the proposer conﬁrms its continued commitment to the terms and pricing, and the City documents such consent accordingly.

At the September 30, 2025 City Council meeting, staff recommended awarding the agreement to Uber.

Representatives from both Yellow Cab and Uber attended the meeting to answer questions from the City Council.

After further discussion, the item was continued to a future meeting for further consideration, as the vote to approve the recommendation resulted in a tie. At the October 21, 2025. City Council meeting, in consideration of existing Dial-A-Ride program participants who were familiar with Yellow Cab and their drivers, staff was directed to come back with a new recommendation – bifurcate the RFP award, and award contracts to both Uber and Yellow Cab. The proposed contracts have been prepared consistent with this direction. Each agreement consists of a ﬁve-year term, with a not-to-exceed total Contract Sum of $2,000,000 over the course of the term (equivalent to $400,000/year).

Under the proposed agreement for Yellow Cab, participants may request rides by contacting Yellow Cab’s call center at no additional cost. The participant co-pay will remain at $2 per one-way trip. As part of Yellow Cab’s proposal, wheelchair accessible vehicle (WAV) ride requests will cost the City an additional $20 per ride.

Additionally, Yellow Cab will assume full responsibility for accommodating all WAV requests. WAV requests made to Uber will be referred to Yellow Cab. In the event the agreement with Yellow Cab is terminated prior to the agreement with Uber for any reason, Uber will then required to accommodate all WAV requests in place of Yellow Cab.

Under the proposed agreement for Uber, participants may request rides through the Uber mobile application or by contacting Uber’s dedicated call center, both at no additional cost to users. In either case, participants receive real- time trip updates, including driver information, vehicle details, and estimated arrival times. The participant co-pay will remain at $2 per one-way trip.

It is important to note that Uber is structured as a technology company rather than a traditional ride service provider. As a result, several modiﬁcations were required to align the City’s standard contract language with Uber’s service model. These modiﬁcations are incorporated through the inclusion of the Uber Dashboard Access Addendum, Uber Central Product Addendum, and Uber Voucher Product Addendum. The agreement provides the City with access to the Uber Transit Dashboard, a cloud-based management platform that enables staff to manage the program, process payments, and review expenditure data in real time. This system also allows the City to independently monitor, track performance, and audit service delivery, ensuring transparency and accountability throughout the life of the contract.

As provided in the Uber Agreement:

Program Overview: Uber operates a virtual marketplace platform and mobile application (Uber App) that allows eligible participants, residents 60 years of age or older or residents with disabilities 18 years of age or older, to request rides within the City’s authorized service area or to designated satellite locations. This process is referred to as a “Ride Request.” Independent third-party drivers, licensed through Uber to provide on-demand ground transportation, may accept Ride Requests from participants under the City’s Dial-A-Ride Program. When a Ride Request is accepted, both the driver and participant may conﬁrm each other’s identity prior to entering the vehicle.

The ride begins when the participant enters the vehicle and concludes upon arrival at the requested destination.

Participant Eligibility: As noted previously, Ride Requests under this program are limited to residents 60 years of age and older or disabled adults 18 years of age and older who are unable to effectively utilize public transit due to physical, mobility, hearing, or vision impairments. The City reserves the right to modify eligibility parameters at any time and for any reason deemed appropriate.

Program Administration: The City’s Transportation Services Division staff will oversee the intake and qualiﬁcation process for new participants and manage user account setup. Uber will restrict the use of City’s Dial-A-Ride voucher to approved participants listed on the City-provided ﬁle. Prior to requesting a ride, participants must claim the City-issued voucher to activate discounted pricing.

Program Data and Reporting: The Uber Transit Dashboard will provide the City with all data necessary to meet National Transit Database (NTD) reporting requirements. In the event the City’s designated Uber Representative (Customer Success Manager) is unavailable outside normal business hours, the Dashboard will allow staff to access assistance directly from Uber’s global Customer Support Team via phone or e-mail.

Training and Support: Uber will provide training for City staff to request and pay for rides on behalf of program participants through Uber Central. Such staff-initiated rides will occur only when speciﬁcally authorized by the Transportation Services Division.

Insurance, Liability, and Service Area: The proposed Agreement deﬁnes the service area and outlines Uber’s insurance and liability requirements. Uber will provide $1,000,000 in excess insurance coverage per incident. The Agreement also includes a waiver of jury trial, stipulating that all disputes will be resolved through arbitration, and limits direct damages to no more than $1,000,000 for either party.

If both Contract Services Agreements are approved this evening, staff will begin implementation of the new Uber Dial-A-Ride Program. No additional actions are required to implement service through Yellow Cab as its service model is already in place. Current participants in the City’s Dial-A-Ride program will be notiﬁed of Uber, as a new available service provider (in addition to Yellow Cab) starting January 1, 2026. In partnership with Uber, staff will conﬁgure, build, and test the new Uber platform to ensure a seamless rollout and positive user experience. Staff will assist participants with creating Uber accounts and will be available to answer questions regarding use of the Uber platform, account setup, and program details. Ongoing support will continue to be provided by City staff throughout the program’s launch and operation to ensure continued accessibility and service reliability.

V. FISCAL IMPACT
Should the City Council approve the proposed recommendations, funding for the ﬁrst six months of both agreements is included in the adopted FY 2025-26 Operating Budget under Proposition A ($200,000 in Account No. 218-90-940-179-6004 for Yellow Cab) and Proposition C ($200,000 in Account No. 219-90-940-185-6004 for Uber).

Funding for subsequent years will be appropriated through future annual operating budgets. The recommended not-to-exceed contract amounts of $2,000,000 for each provider accounts for anticipated growth in service demand as ride-hail services continue to rise in popularity. Actual annual costs are expected to remain below the established ceiling, which provides a built-in buffer. Any unspent funds will be re-appropriated to support future years of the agreement.

VI. EXHIBITS

1. Draft Uber Agreement

2. Draft Yellow Cab Agreement

3. Evaluation Scores

Attachments
Exhibit No. 1 - Draft Uber Agreement.pdf
Exhibit No. 2- Draft Yellow Cab Agreement.pdf
Exhibit No. 3 - Evaluation Scores.pdf

01007.0001 1046281.17

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
UBER TECHNOLOGIES, INC.

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01007.0001 1046281.17

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
UBER TECHNOLOGIES, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ___ day of _______________ by and between the CITY OF CARSON, a California municipal corporation (“City”) and UBER TECHNOLOGIES, INC., a Delaware corporation (“Contractor” or “Uber”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

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

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

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

D. The Parties desire to formalize the selection of Contractor 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.

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform its obligations requi red under this Agreement in a thorough, competent, and professional manner, and is experienced in performing its obligations contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all obligations described herein. Contractor covenants that it shall follow the highest professional standards in performing its obligations required

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01007.0001 1046281.17

1.2 Contractor’s Proposal.

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

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all obligations 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 during the Term.

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of its obligations required by this Agreement.

Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the obligations required by this Agreement, and shall indemnify, defend and hold harmless City, its officer s, 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.
[Intentionally omitted]

1.6 Care of Work.
[Intentionally omitted]

1.7 Further Responsibilities of Parties.

1.8 Additional Services.
[Intentionally omitted]

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and the “Uber Transit

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01007.0001 1046281.17
Dashboard Access Terms” attached hereto as Exhibit “C” and incorporated herein by this reference.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “D” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Million Dollars ($2,000,000) for the term of the Agreement (the “Contract Sum”) unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

The method of compensation is set forth in Section 5 of the “Uber Transit Dashboard Access Terms” attached hereto as Exhibit “C”.

2.3 Reimbursable Expenses.
[Intentionally omitted]

2.4 Invoices.
[Intentionally omitted]

2.5 Waiver.
[Intentionally omitted]
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.
[Intentionally omitted]

3.2 Schedule of Performance.

Contractor 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 “E” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

Nonperformance of either party under the Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, hurricane,

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01007.0001 1046281.17
earthquakes, pandemic, other natural disaster, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (“Force Majeure Event”).

The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the perfor mance of its obligations under the Agreement.

3.4 Term.

This Agreement shall commence on January 1, 2026 , and shall remain in full force and effect for five (5) years thereafter, unless earlier terminated in accordance with Article 7 of this Agreement.”
ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

Dmitriy Vanchugov, Head of Transit Partnerships

4.2 Status of Contractor.

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

4.3 Contract Officer.

The Contract Officer shall be Jason Jo, Transportation Program Manager, or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the perform ance of the services and the Contractor 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 O fficer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

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01007.0001 1046281.17

4.4 Independent Contractor.

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

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the obligations 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, provided, however, Contractor may assign the Agreement without such consent but with notice to the City in connection with a merger or a sale of all its equity or assets. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. The City may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Contractor. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the either party or any surety of Contractor of any liability hereunder without the express consent of the other party.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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01007.0001 1046281.17
(b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any inj uries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability insurance coverage limits of at least $1,000,000.
(c) Commercial Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Uber will maintain Driver Automobile Insurance in the United States which will include coverage for bodily injury and property damage arising out of the ownership, maintenance or use of non -owned vehicles operated by Drivers operating on the Uber platform, with the following limits and coverages while engaged in a prearranged passenger trip: (i) liability coverage limits of $1,000,000 combined single limit per accident or higher as required by applicable state law, (ii) uninsured/underinsured motorist coverage as required by applicable state law, and (iii) other coverages as required by applicable state law.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance. Policies listed 4.1(a) and (c) aboveshall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers , employees or agents may apply in excess of, and not contribute with Contractor’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 respec tive insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

All of said policies of insurance shall provide that said insurance may not be materially reduced 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 Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

At the request of the City, Contractor shall furnish the City with a certificate of insurance showing coverage as set forth herein. 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:

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01007.0001 1046281.17

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] ______________
Contractor Initials
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.

Contractor’s insurance shall apply separately to each insured against wh om 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which t he Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or cl aimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entit y for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor 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 Contractor

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hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor 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 assig ns of Contractor and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies 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. The City shall have access to the Dashboard that houses Agreement expenditure data, enabling the City to independently audit Agreement performance and expenditures. Contractor shall also maintain and provide the City with copies of all records described in Section III of Exhibit “A” (Scope of Services). Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. Such records (including all records and data made available in the Dashboard) shall be maintained for a period of three (3) years following completion of the services

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hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successo r in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall not be required to periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement , because the City will have access to the Dashboard that houses Agreement expenditure data, enabling the City to perform its independent audit and generate reports related to Agreement performance and expenditures as the Contract Officer shall require.

6.3 Ownership of Documents.

Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Dashboard, Uber Service, Uber App, and Uber Personal Data (including, without limitation, Dashboard Data) including any updates, enhancements and new ver sions thereof, all data related to the use of the Dashboard and Uber Services, and all related documentation and materials provided or made available to City or any proposed or current Authorized User in connection with the Agreement.

6.4 Confidentiality and Release of Information.
[Intentionally omitted]
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Any dispute, controversy, or any claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach termination or validity thereof, including, without limitation, this arbitration clause, must be solely and finally settled by confidential arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. An award rendered in connection with arbitration pursuant to this section shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. No provision of this subsection limits the rights of a party to the Agreement to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of a ny arbitration. Neither party has the right to arbitrate on a class action basis any dispute, controversy, or claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including, without limitation, this arbitration clause.

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7.2 Disputes; Default.
[Intentionally omitted]

7.3 Retention of Funds.
[Intentionally omitted]

7.4 Waiver.

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

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

7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.
[Intentionally omitted]

7.7 Termination Prior to Expiration of Term.
[Intentionally omitted]

7.8 Termination for Default of Contractor.
[Intentionally omitted]

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be grante d, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs

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the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the applicable 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 Contractor so employ such unauthorized aliens for the performance of its obligations under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens,

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Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

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 Contractor, to All notices to Uber shall be provided to Uber Technologies, Inc., 1725 3rd Street, San Francisco, CA 94158 Attn:

Legal Department – Uber for Business.. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to 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 and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

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unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in v iolation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non -interests” pursuant to Government Code Sections 1091 or 1091 .5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or cons equence of obtaining or being awarded any agreement.

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

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

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

01007.0001 1046281.17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney

CONTRACTOR:

UBER TECHNOLOGIES, INC.

By:

Name:

Title:

By:

Name:

Title:

Address: 1725 3rd Street
San Francisco, CA 94158

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

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

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

01007.0001 1046281.17

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ☐ INDIVIDUAL
☐ CORPORATE OFFICER
_______________________________

TITLE(S)
☐ PARTNER(S) ☐ LIMITED
☐ GENERAL
☐ ATTORNEY-IN-FACT
☐ TRUSTEE(S)
☐ GUARDIAN/CONSERVATOR
☐ OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001 1046281.17

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ☐ INDIVIDUAL
☐ CORPORATE OFFICER
_______________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

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EXHIBIT “A”

SCOPE OF SERVICES
I. The City’s Dial -A-Ride (“DAR”) Program provides ride -hail services for approved riders determined by the City. City reserves the right to modify program features at any time for any purpose. Contractor will perform the following services in accordance with the following standards:

A. Background:

Uber operates a virtual marketplace platform and mobile application (“Uber App”) allowing participants (“ City User”) (as defined in Exhibit C) the opportunity to request a ride to a location within City’s authorized service area or an approved satellite location (“ Ride Request ”). Independent third -party providers of on - demand ground transportation and/or logistics services using Uber technology under license from Uber (“Drivers”) may accept Ride Requests from City Users, including under the City’s Dial -A-Ride (DAR) Program. When a Ride Request is accepted by a Driver, both the Driver and City User may confirm each other’s identity before the City User enters the Driver’s vehicle (“Ride”). The Ride will commence once the City User enters the vehicle and lasts until the City User exits the vehicle at the requested destination.

B. Hours of Operation:

City Users may access the Uber App twenty-four hours per day (24/7), three hundred sixty-five days per year (365), including all holidays.

C. Eligibility:

1. Criteria: Ride Requests shall come from City Users who are: (i) at least sixty (60) years of age; or (ii) disabled adults eighteen (18) years of age or older who are unable to use public transit because of a physical, mobile, hearing and/or vision impairme nt. City reserves the right to modify eligibility parameters at any time for any purpose.

2. Intake: Contractor acknowledges that City staff shall oversee the intake process for qualifying applicants and upload new user accounts via comma- separated value (CSV) file. Contractor shall restrict use of the City’s Dial - A-Ride voucher to City Users list ed on the City -provided CSV file.

Contractor further acknowledges that the City may separately retain or utilize other contractor (s) to implement or provide rides pursuant to the DAR Program during the term of this Agreement, and that qualifying applicants shall have the option to select Uber, pursuant to this Agreement, or such other contractor (s), pursuant to any applicable agreement entered into between the City and such contractor(s), based on the applicants’ need and preferences on a ride-by-ride basis. Contractor acknowledges that as of the effective date of this agreement, the City has separately retained one

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such other contractor, which is Administrative Services Cooperative, Inc. (“ASC”).

D. Ride Payments:

1. Vouchers: Contractor shall design payment tool (“City Voucher”) which the City can provide to City Users via email or short message service (SMS) as further set forth in Exhibit C. Upon claiming the Voucher, the City Voucher will appear on the City User’s Uber App as an immediate discount for qualifying Ride Requests.

2. City User Co-Pays: Contractor acknowledges that City Users must make a $2 copayment at the end of each Ride through the payment method saved on their Uber account. City will provide a maximum subsidy of up to $18 per each qualifying one -way Ride, with City Users responsible for all additional costs exceeding $20. Contractor shall apply the total of all copayments collected from each month as a credit towards the City’s monthly statement.

E. Requesting a Ride:

1. Ride Request: Prior to requesting a Ride, City Users must first claim the City’s voucher to activate discounted pricing. To request a Ride, City User must first enter the address or name of their destination on their Uber App.

If the requested destination does not identify as a City -approved location, the City Voucher and corresponding subsidy will not apply to the Ride Request. City User will be able to double -check and/or reenter the address of their requested destination before confirming their Ride Request.

In the event a City User is unable to access the Uber App, they may request a Ride by calling Contractor’s call center (1 -833-873-8237) to have an operator submit a Ride Request on their behalf (“ Uber Call Center”). City Users shall have access to the Uber Call Center in both English and Spanish, seven days a week, between 4:00 a.m. and 10:00 p.m. Eastern Time. City User with vision impairments may utilize iOS Voice Over, Android TalkBack, and wireless Braille display compatibility on the Uber App.

2. Ride Type: Upon entering the address or name of their destination on the Uber App, City User will be given a choice of Ride types, subject to availability. The following Ride types, subject to availability shall also be options for City Users utilizing the Uber Call Center. A regular Ride provides ambulatory City Users with a standard vehicle (“ UberX”). For City User with limited mobility or using assistive devices such as walkers or canes, trained drivers will provide the Participant with help entering or exiting the vehicle and securement of any assistive devices (“Uber Assist”).

City User aided by wheelchairs who request wheelchair-accessible vehicles shall be immediately referred to ASC to provide the wheelchair -accessible

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vehicle ride pursuant to the City’s contract with ASC for D AR program services. If the City’s contract with ASC for DAR program services terminates or expires for any reason prior to the term of this Agreement, then such referrals shall cease and City User aided by wheelchairs may then request wheelchair-accessible vehicles with certified drivers trained to assist them in safely entering/exiting the vehicle (“ UBER WAV ”). Uber does not claim that the availability of WAV on its platform is sufficient for federal requirements.

Driver Match: Upon matching with a Driver, City Users will be able to view Driver and vehicle details, estimated time of arrival, and real-time location of the Driver’s vehicle throughout the entire duration of their Ride.

3. Response Times: Upon accepting a Ride Request, Drivers shall arrive at the requested destination no later than twenty (20) minutes from the initial estimated pick-up time. If a Driver arrives more than twenty (20) minutes past the initial estimated pick -up time, the City shall not be billed for any portion of the trip upon the City’s request. Contractor shall still be obligated to record such trips as a Courtesy Ride on the City’s monthly statement.

Subject to the foregoing, Contractor shall not be held responsible for failure to provide on -time service due to forces beyond its immediate control.

These are instances that would be considered “force majeure” situations as described in Section 3.3 of thi s Agreement. In the event of such an occurrence, documentation of circumstances relevant to the delay shall be provided to the City for review by the Contract Officer.

F. Administrative Dashboard
Contractor shall provide City staff with training to utilize the Dashboard (as defined in Exhibit “C”). The Dashboard shall provide all data necessary for City to comply with National Transit Database (NTD) reporting. Should the City’s dedicated Customer Success Manager be unavailable outside of regular business hours, the Dashboard shall provide City staff with access to program support from Contractor’s global Customer Support Team by phone or email.

G. Uber Central
Contractor shall provide City staff with training to request and pay for Rides on behalf of City User through Uber Central (as defined in Exhibit “C”). These Rides may only occur if specifically requested by the Coordinator (as defined in Exhibit “C”). When Rides are requested through Uber Central, City shall be liable for the full User Charge (as defined in Exhibit “C”) as there is no option for a City User copayment.

H. Implementation:

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In coordination with City’s Contract Officer, Contractor shall complete a series of three phases to implement a successful launch of the Voucher Program explained in Exhibit “E”.

I. Service Area:

City Boundaries: City User may travel to and from all unrestricted areas as depicted in Exhibit “A-1” (“Service Map”). City User may also travel to and from approved locations outside of unrestricted areas (“ Satellite Destinations”). City reserves the right to modify the Service Map at any time for any purpose.

J. Pick-up and Drop-off Standards:

1. Personal Assistance: All Drivers are required to comply with the Community Guidelines (as defined in the Dashboard Access Terms. City User traveling with assistive devices may select Uber Assist to better accommodate their travel needs.

2. Additional City User: City User may bring additional City User with them as travel companions on their Trip consistent with the type of product selected.

3. Gratuities: Drivers are prohibited from asking City User for gratuities. City User may voluntarily provide gratuities to Drivers at the end of each Ride through the Uber App. Contractor shall not apply any portions of the City’s subsidy as a payment method towards a Driver’s gratuity.

4. Safety: Should a Participant experience discomfort or concerns for their safety due to the behavior and/or actions of their Driver, City reserves the right to request that Contractor block the Driver from being matched with the City User.

K. Driver and vehicle requirements:

1. Driver Eligibility: Drivers will have passed a Motor Vehicle Record (MVR) review and a criminal history background check with a seven -year lookback. A MVR review shall entail verification of a Driver’s license status, review of their driving history for any violations or crashes, and a check for any driving-related restrictions on their license. New drivers must be at least 25 years of a ge and possess an unexpired license that has been valid for at least one (1) year.

2. Pull Notice: All Drivers shall also be included in the Department of Motor Vehicle’s Employer Pull Notice (EPN) program. EPN will provide Contractor with timely notices when any of the following items are added to the Driver’s record: convictions, accident s, failure to appear, driver’s license suspension or revocation, and any other action taken against the Driver’s driving privilege.

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3. Vehicle Eligibility: Eligible vehicles for the City’s Dial -A-Ride program must be 16 years of age or newer with four doors, in good operational condition with no cosmetic damage, and have a Uber decal applied the vehicle windshield.

L. Driver Training:

1. Drivers providing Uber Assist and Uber WAV trips shall complete specialized training to ensure they can effectively support City User with disabilities and mobility challenges.

2. Uber Assist: Training for Uber Assist shall include: 1) techniques for helping City User enter and exit vehicles safely; 2) proper handling and storage of walkers, canes, foldable wheelchairs, other mobility devices; and 3) sensitivity training on how to interact with City User in a respectful and considerate manner.

3. Uber WAV: Training for Uber WAV shall include: 1) techniques for using wheelchair ramps, lifts, and securement devices; 2) proper wheelchair securement; 3) guidance on how to help City User enter and exit wheelchair-accessible vehicles safely; and 4) sensitivity training on how to interact with City User with unique needs in a respectful and considerate manner.

M. Incidents, Accidents, and Complaints:

1. Incidents: Contractor shall make available a 24/7 Incident Response Team to handle incident reports from both Drivers and City User. If an incident is found to be the fault of the Driver, Contractor shall review the Driver’s continued eligibility and remove the Driver from the platform if they are no longer found to meet criteria set forth by Contractor and local laws.

2. Accidents: Contractor shall make available a 24/7 Incident Response Team to prepare accident reports for agencies providing emergency services. Both Drivers and City User utilizing Vouchers shall have the option to report accidents to police, fire, or ambu lance service agencies through the Uber App.

3. Customer Service: Contractor shall make available a 24/7 Customer Support Team.

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

Not applicable.

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

A. Accident and Incident Reports: Each quarter, Contractor will report the following aggregated and anonymized incident data as applicable : (a) vehicle crash with hospitalization, life altering injury, or fatality of an Agency User; (b) interpersonal conflict (theft / robbery / physical altercation), excluding sexual assault and/or sexual harassment, that results in the hospitalization, serious injury or death of an Agency User; and (c) number of crashes involving a City User.

IV. [Intentionally omitted]
V. Contractor will utilize the following personnel to accomplish the Services:

A. Chris Margaronis, Head of Transit Partnerships
B. Eric Cartrite, Project Manager
C. Matthew Di Taranto, Senior Account Executive, Transit Partnerships D. Amanjeet Anne, Customer Success Manager

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EXHIBIT “A-1”

DIAL-A-RIDE SERVICE MAP

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EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
The Agreement is hereby amended as follows (additions are shown in bold italics and deletions are shown as strikeouts): [N/A; changes made directly in body of Agreement]

01007.0001 1046281.17

EXHBIIT C

UBER TRANSIT DASHBOARD ACCESS TERMS

These Uber Transit Dashboard Access Terms (“Terms”) state the terms and conditions under which the City may establish an Uber Transit corporate account (“Corporate Account”), which Uber makes available to the City through the Dashboard in connection with one or more Uber Products, as set forth herein. City’s access to and use of the Dashboard in connection with any Uber Product is subject to both this Agreement, including t hese Terms, and each applicable Product Addendum, as defined herein. Capitalized terms used but not otherwise defined in the Agreement shall have the meanings ascribed to such terms in the applicable Product Addendum. The Parties hereby agree as follows:

1. Definitions. The following terms, as may be used in the Agreement, shall have the meanings set forth below:
"Affiliate" means with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, where “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of at least fifty percent (50%) of the voting equity of another entity, or the power to vote such voting equity, by contract or otherwise. “Authorized User” means an individual authorized to (a) use and link to City’s Corporate Account and use Uber Services through their Uber Account; and/or (b) use Uber Services in connection with the applicable Product Addendum. All references to Authorized User(s) in the Agreement shall apply only if the City has agreed to the Uber Profiles Product Addendum. “City Personal Data” has the meaning ascribed to such a term in each Product Addendum. “City User” has the meaning ascribed to such a term in the Uber Vouchers Product Addendum and/or the Uber Central Product Addendum, as may be the case. All references to “City User(s)” in the Agreement shall apply only if the City has agreed to the Uber Central Product Addendum or the Uber Vouchers Product Addendum. “Data Protection Law(s)” means all laws and regulations applicable to the personal data under the Agreement, including as applicable the laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the EU General Data Protection Regulation (2016/679) (“GDPR”). “End User Terms ” means the terms and conditions applicable to all users of the Uber Service, available at www.uber.com/legal, as may be updated by Uber from time to time. “Uber Account” means an Uber account in which the owner of the account has: (i) installed the Uber App on a compatible mobile device, (ii) registered for and currently maintains an active personal user account, which requires the entry of certa in personally identifiable information and a personal credit card number, (ii) currently complies with the End User Terms, and (iv) confirmed the mobile number provided during the registration process. Uber's collection and use of any personal data and credit card or other authori zed payment method information to establish an Uber Account shall be as set forth on the Uber Privacy Policy, available at www.uber.com/legal/privacy, as may be updated by Uber from time to time. “Uber App” means Uber’s mobile applications or mobile websites that allow users to access and use Uber’s products and services, as may be updated by Uber from time to time.

“Uber Personal Data ” means any information Uber provides to the City in connection with the Agreement relating to an identified individual or an identifiable individual or which can be reasonably used to identify an individual, or that may otherwise be considered “personal data” under applicable law. For the avoidance of doubt, Uber Personal Data shall include Dashboard Data, regardless of whether it is provided to the City via the Dashboard or otherwise. “Uber Service ” means Uber’s virtual marketplace platform that, when used in conjunction with the Uber App, or the Dashboard, as applicable, serves as an intermediary between (a) Authorized Users, City Users, and Administrators who are looking for a certain type of serv ice (including, without limitation, ground transportation, logistics, delivery, food purchases and related food delivery services), and (b) independent third-party providers of such services.

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“User Charges” means charges incurred by Authorized Users, City Users, Voucher Recipients, or Administrators (on behalf of City Users), as may be the case, for use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service.

The terms “controller”, “data subject”, “personal data”, “processing” and “processor” as used in the Agreement have the meanings given in the GDPR.

2. Uber Products; Incorporation.

2.1 City may elect to utilize one or more Uber Transit products made available by Uber (each, an " Uber Product"). City may elect to utilize an Uber Product at any time during the Term, by (i) accepting the relevant additional click -through Uber Product terms for each such Uber Product within the Dashboard, or (ii) executing a product addendum which includes the re levant additional Uber Product terms for each such Uber Product (in either instance, each a “ Product Addendum”).

2.2 City’s election to utilize a particular Uber Product neither obligates nor restricts the City from utilizing any other Uber Product. Any Product Addendum entered into by the Parties is expressly incorporated into this Agreement.

3. Termination. Either Party may terminate the Agreement or any Product Addendum at any time without cause upon providing thirty (30) days’ written notice to the other Party. Either Party may terminate the Agreement or any Product Addendum at any time (a) in the event of a material breach by the other Party that is not cured by the breaching Party within thirty (30) days’ of receiving notice of the breach from the non -breaching Party, or (b) immediately upon notice to the other Party in the event that the other Party mak es an assignment for the benefit of creditors, files an involuntary petition in bankruptcy or is adjudicated bankrupt or insolvent, has a receiver appointed for any portion of its business or property, or has a trustee in bankruptcy or trustee in insolvenc y appointed for it under federal or state law . Termination of one Product Addendum shall not terminate any other Product Addendum then in effect. The terms and conditions of this Agreement concerning outstanding payment obligations and indemnification shall survive termination.

4. Account Administration.

4.1 City Dashboard and Access to Uber Products. Upon execution of the Agreement, Uber will establish the City's Corporate Account that will enable the City to access Uber’s browser-based online dashboard for Uber Transit (“Dashboard”), which includes access to each Uber Product that an City has agreed to utilize through a Product Addendum. Uber’s contact with the City shall include communicating with representatives the City designates as “administrators” through the Dashboard (“Administrator”). In addition to the features described in an applicable Product Addendum, the Dashboard will enable City to (a) access each Uber Product which City has accepted and agreed to utilize through a Product Addendum; (b) view detailed trip or other service in formation, which may include, depending on which Uber Product(s) City utilizes, without limitation, any Authorized User and/or City User’s name together with trip status, pick -up and drop-off location, trip route, distance, duration, fare amount, service t ype, trip ID number , restaurant name, meal information, delivery location, delivery time, User Charges, expense memo, and Driver data (e.g. first name, telephone number, vehicle description and license plate) (collectively, “Dashboard Data”); (c) prepare and review activity reports using such Dashboard Data; (d) add and remove Administrators, (e) manage and update City’s payment information; (f) review and manage payment statements, and (g) settle outstanding balances on the Corporate Account. Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time. Uber agrees to use commercially reasonable efforts to provide the Dashboard to the City as stated in this Agreement.

4.2 Administration. At all times, the City is responsible for maintaining an accurate list of Administrators. City may appoint additional Administrators at its discretion. City agrees to (a) maintain all Dashboard login credentials in confidence, (b) o nly permit an authorized Administrator to access the Dashboard, and (c) update as necessary, all information of the Administrators to ensure that it is current, accurate, and complete. City shall be responsible for all activity that occurs under its Dashboard login credentials.

4.3 Authorized User and Administrator Updates. For Managed Rider Programs, City is responsible for keeping and maintaining an accurate list of current Authorized Users, City Users, or Administrators authorized to bill User Charges to City’s Corporate Account for each separate Uber Product. From time t o time, Uber may review the City’s list of Authorized Users, City Users and/or Administrators, as may be the case, via the Dashboard to maintain and support the Uber Service and to ensure City’s compliance with the Agreement.

4.4 Responsibility for User Activity. City agrees that (a) City is solely responsible for all User Charges against City’s Corporate Account, incurred by Authorized Users, City Users, and Administrators , regardless of whether any such charge was authorized, and (b) User Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand as further described in the End User Terms. Further, City agrees that Uber shall not be responsible

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for User Charges incurred by Authorized Users, City Users and/or Administrators, after City has attempted removal of such Authorized User or Administrator from the Corporate Account to the extent City provides Uber with incomplete or inaccurate Authorized User or Administrator removal information via the Dashboard. City is responsible for User Charges incurred due to fraudulent or other unpermitted activity or use of the Corporate Account by an Authorized User, City User, Administrator , or another third party to access Uber Services except and solely to the extent that such fraudulent activity was caused by Uber. City must promptly notify Uber if it discovers fraudulent or unpermitted activity occurring under the City’s Corporate Account. In the event Uber reasonably suspects that any fraudulent or unpermitted activity is occurring in connection with the Corporate Account, Uber reserves the right to suspend the Corporate Account until the event giving rise to the suspension has been cure d to Uber’s reasonable satisfaction.

4.5 Restrictions. City agrees to use the Uber Service, Corporate Account, Dashboard, and any of the services provided under an applicable Product Addendum solely as stated in this Agreement; provided, however, that in the event of a conflict between a Product Addendum and the Agreement with respect to City or any Administrator utilizing the Uber Service, the terms of the Product Addendum shall control, followed by the Agreement. City shall not, and shall not authorize others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Dashboard, Uber Service, or Uber App; (b) sublicense, lease, rent, sell, give, or otherwis e transfer or provide the Dashboard, Uber Service, or Uber App to any unaffiliated third party; (c) upcharge, increase, or otherwise modify the User Charges for any usage of the Uber Service; or (d) impose any additional fees or charges related to use of the Dashboard, Uber Service, or any of the services provid ed under an applicable Product Addendum. Uber reserves all rights not expressly granted under the Agreement.

4.6 Violations. City acknowledges that Uber may suspend or ban any Authorized Users or City Users from use of the Uber Service due to future or past violations of the End User Terms (“Violations”), and that Uber shall have no obligation or liability to City related to any such suspension or ban of an Authorized User or City User. In the event that Uber suspends or terminates an Authorized User’s or City User’s Uber Account pursuant to the End User Terms, Uber shall also suspend such Authorized User or City User from utilizing Uber Services under all of the Product Addenda. Furthermore, U ber reserves the right to immediately suspend an Authorized User’s or City User’s Uber Account due to (a) an invalid payment card on their Uber Account, or (b) a rejected City Card transaction that was initiated through their Uber Account. Uber reserves the right to suspend City’s use, and the use by Authorized Users or City Users where applicable, of Uber Transit and the products set forth in any applicable Product Addendum for violations of this Agreement or any applicable Product Addendum.

4.7 Territory. This Agreement is not restricted by country, unless otherwise specified in a Product Addendum. 5 Billing.

5.1 User Charges. All User Charges shall be paid in the ordinary course of use of the Uber Services through the payment card associated with the applicable Corporate Account, as the case may be, at the end of each Authorized User’s or City User’ s trip, or, according to batched billing, in which Uber will charge City’s payment method or issue an invoice to the City for User Charges that have accrued during a certain period (e.g., daily, weekly, or another period shorter than a month) (“ Batched Billing”), unless City participates in Monthly Billing, in which case City shall pay such User Charges pursuant to Section 6.2 below.

5.2 Monthly Billing. City may elect to pay for User Charges and any other charges referenced in the Product Addenda on a monthly basis incurred in connection with the applicable ("Monthly Billing"). If the City participates in Monthly Billing, Uber will bill the City for all User Charges incurred for the applicable Uber Products on a monthly basis (each, a “ Monthly Statement”). City shall pay each Monthly Statement in full within thirty (30) days of receipt of such Monthly Statement. City agrees to provide and maintain during the Term in connection with its Corporate Account a valid City credit card number (the “City Card”) that may be charged as set forth in the applicable Product Addendum. When creating the Corporate Account, the City may choose to use either an City Card, ACH, or wire transfer as the payment method for paying Monthly Statements, provided that payment by City Card may be necessary for amounts less than $1,000.

5.3 Currency. All User Charges shall be processed in the local currency applicable to the territory of the Authorized User’s and/or City User’s applicable receipt for the Uber Service, except in certain instances when Uber may process foreign transactions in United St ates dollars. All payments are nonrefundable except as may be expressly provided otherwise herein.

Each Party shall be responsible for its costs and expenses associated with its performance under the Agreement or any Product Addendum.

5.4 Disputed Payments. If City believes that it has been billed for charges that it should not have been charged (“Disputed Charge Event”), City shall notify Uber in writing within fifteen (15) days via email to [email protected]. The Parties shall work in good faith to review the charges within thirty (30) days of the City notifying Uber of such Disputed Charge Event.

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If the Parties determine that Uber assessed charges that the City should not have been charged, Uber shall remove such charge from the City’s account.

5.5 Account Suspension. In the event of any undisputed outstanding User Charges or any other charge referenced in the Product Addenda due on a past Monthly Statement, Uber reserves the right to immediately suspend the City's account. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting City to applicable credit reporting agencies, in the event of any unpaid User Charges or any other charges referenced in the Product Addenda.

Reestablishing a City account shall be at Uber’s sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law.
6 Proprietary Rights.

6.1 License to Marks; Restrictions. The term “ Marks” shall mean the trademarks, service marks, trade names, logos, slogans, designs, social media or other handles, hashtags, and other identifying symbols and indicia of a Party (“ Licensor”).

Each Party hereby grants to the other Party (“ Licensee”), solely during the Term, a limited, royalty -free, non-exclusive, non- transferable, non-assignable license, without the right to sublicense, to use and display the Licensor’s Marks only as expressly permitted by the other Party in writing in each instance and only in relation to this Agreement. All use of a Licensor’s Marks by Licensee will be in the form and format approved by Licensor, and Licensee will not otherwise use or modify Licensor’s Marks without Licensor’s prior written consent. All goodwill r elated to Licensee’s use of Licensor’s Marks shall inure solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly se t forth herein, Licensor does not, and shall not be deemed t o, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.

6.2 No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY SHALL DEVELOP

ANY TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY FOR THE OTHER PARTY PURSUANT TO THE AGREEMENT. The Parties shall enter into a separate written agreement, as necessary, to g overn any development activities relating to any technology, content, media, or other intellectual property prior to the commencement o f any such activities.

6.3 Ownership. Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Dashboard, Uber Service, Uber App, and Uber Personal Data (including, without limitation, Dashboard Data) including any updates, enhancements and new ve rsions thereof, all data related to the use of the Dashboard and Uber Services, and all related documentation and materials provided or made available to City or any proposed or current Authorized User in connection with the Agreement.

6.4 No Publicity. Other than as expressly set forth herein, neither Party may use or reference the other Party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other Party in each instance. Subject to Section 6.1, City may use Uber’s name to advertise its Dial -a – Ride program on its website, social media and other media. 7 Confidentiality.

7.1 Definition of Confidentiality . The term “ Confidential Information ” shall mean any confidential or proprietary business (whether marked “confidential” or not), technical or financial information or materials of a Party (“Disclosing Party”) provided to the other Party (“Receiving Party”) in connection with the Agreement, whether orally or in physical form, and shall include the terms of the Agreement. Confidential Information shall also include information that would reasonably be understood to be confidential to the Disclosing Party. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not , to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the ext ent of such permitted disclosure or (e) that is required by law for Receiving Party to disclose .

7.2 Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under the Agreement, and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure. For the avoidance of doubt, Linki ng Data, excluding any such information provided by individual Uber account holders, shall constitute City’s Confidential Information and Uber may not (i) sell or otherwise publicly disclose any such Linking Data, or (ii) use any such Linking Data for any purpose that is detrimental or harmful to City.

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7.3 Confidential Information Security. Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using l ess than a reasonable standard of care. Uber shall comply with the then-current version of the Payment Card Industry Data Security Standard (“PCI-DSS”) and Uber and its designated payment service provider will remain PCI -DSS certified and compliant at all times during the Term of the Agreement.
8 Security and Data Transfers.

8.1 Security. Uber shall implement appropriate technical and organizational measures to protect City Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration , or disclosure . City shall implement appropriate technical and organizational measures to protect Uber Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure (each instance, a “Information Security Incident”). City shall, without undue delay, but no greater than twenty-four (24) hours after, notify Uber in the event that City learns or has reason to believe that an Information Security Incident has occurred in relation to Uber Personal Data. Such notice shall be sent to the Uber persons or team designated to receive notices under the Main Agreement; and (2) via email to [email protected] notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and data subjects; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, City shall (a) take all reasonable ste ps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Uber with assurances reasonably satisfactory to Uber that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of City, and if Uber determines that notices (whether in Uber’s or City’s name) or other remedial measures are warranted, City shall, at Uber’s request and at City’s cost and expense, undertake the aforementioned remedial actions.

8.2 Intentionally Omitted.
9 Intentionally Omitted.
10 Warranties; Disclaimer.

10.1 Mutual Warranties. Each Party hereby represents and warrants that (a) it has full power and authority to enter into the Agreement and perform its obligations under the Agreement and any applicable Product Addenda, (b) such Party’s acceptance of the Agreement, as well as such Party’s performance of the obligations set forth in the Agreement, does not and will not violate any other agreement to which such Party is a Party, (c) it is in compliance and shall remain in compliance during the Term, with all applicable laws, rules and regulations, including those relating to data protection, privacy, identity theft, data breach , consumer protection, and data security, and any applicable industry standards relating to privacy and data security applicable to the performance of its obligations hereunder, (d) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin, and (e) such Party’s Marks as provided by such Party pursuant to this Agreement will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third Party.

10.2 City Warranties. City represents and warrants that (a) City has all rights and legally adequate consents, where necessary, to provide Uber with the City Personal Data and any other information provided to Uber hereunder; (b) City will use Dashboard Data solely for legitim ate business purposes including business expense, processing, accounting, and budgeting purposes; (c) City will only share and provide access to Dashboard Data to City personnel who have a business need to access such Dashboard Data; (d) City will not disclose Dashboard Data to any third party, unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those containe d herein; (e) City will not ren t or sell Dashboard Data for any purpose not authorized by Uber; and (f) City will not disclose Dashboard Data nor disclose Uber’s pricing or fares associated with Dashboard Data to a competitor of Uber.

10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER PROVIDES THE UBER SERVICE, AND UBER APP, "AS IS" AND WITHOUT WARRANTY. UBER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DASHBOARD, UBER SERVICE, OR UBER APP WILL MEET CITY’S REQUIREMENTS OR

THAT THE OPERATION OF THE DASHBOARD, UBER SERVICE, OR UBER APP WILL BE UNINTERRUPTED OR ERROR FREE. UBER HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE AGREEMENT,

WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY

WARRANTIES COVERING THE DASHBOARD, UBER SERVICE, UBER APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CITY

ACKNOWLEDGES AND AGREES THAT THE UBER SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES

ACCESS TO REQUEST ON -DEMAND GROUND TRANSPORTATION, DELIVERY, AND LOGISTICS SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. UBER IS NOT A TRANSPORTATION, DELIVERY, OR LOGISTICS PROVIDER. UBER DOES NOT GUARANTEE AVAILABILITY OF TRANSPORTATION, DELIVERY, OR

LOGISTICS SERVICES, ON -TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS

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RELATED TO INDEPENDENT TRANSPORTATION, DELIVERY OR LOGISTICS PROVIDERS THAT MAY BE OBTAINED VIA THE UBER SERVICE.
11 Intentionally Omitted.
12 Limits of Liability.

12.1 OTHER THAN WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS IN THE AGREEMENT OR ANY APPLICABLE PRODUCT ADDENDUM, (ii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE OBLIGATIONS SET FORTH IN SECTION 8 HEREIN (CONFIDENTIALITY), (iii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES IN THE AGREEMENT OR ANY APPLICABLE PRODUCT ADDENDUM , (iv) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE OBLIGATIONS SET FORTH IN SECTION 7 HEREIN (PROPRIETARY RIGHTS), OR ( v) OR DAMAGES RESULTING FROM A PARTY’S

GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UBER OR CITY BE LIABLE: (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY,

SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER

PARTY OR ANY THIRD PARTY ARISING OUT OF THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT

OR ANY OTHER LEGAL THEORY, EVEN IF UBER OR CITY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, AND, (B) UNDER THE AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING ONE MILLION DOLLARS ($1,000,000). IN NO EVENT SHALL THIS PROVISION APPLY TO ANY DAMAGES COVERED BY INSURANCE.

12.2 Each Party acknowledges that the foregoing limitations are an essential element of the agreement between the Parties, and that in the absence of such limitations, the terms set forth in the Agreement would be substantially different. 13 General.

13.1 Affiliates. The Parties hereby acknowledge and agree that City and each of its Affiliates may utilize the same Dashboard and any of the services provided under a Product Addendum upon execution of the Agreement and the applicable Product Addendum. Any such Affiliat e shall be bound by all of the terms and conditions applicable to City under the Agreement, and entitled to all rights and protections afforded City under the Agreement, provided, however, City shall continue to bear lega l responsibility for all acts or om issions of such Affiliate. The Parties further acknowledge and agree that any services to be rendered under this Agreement and any applicable Product Addendum may be performed by Uber directly, or by any of Uber’s Affiliates.

13.2 Headings. Section headings are for convenience only and shall not be considered in the interpretation of the Agreement.

13.3 Non-Discrimination. City shall not, in its use of the Uber Service or any Uber Product under the Agreement, discriminate against any Authorized User, City User, employee, volunteer, or participant, or individual on the basis of race, color, gender, pregnancy, marital statu s, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as a greed upon between Uber and City. City acknowledges and agrees that upon Uber’s receipt of evidence of City’s discrimination under any of these categories, Uber shall have the right to immediately terminate the Agreement following notice to City.

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UBER CENTRAL PRODUCT ADDENDUM
TO THE

UBER TRANSIT DASHBOARD ACCESS AGREEMENT
This Uber Central Product Addendum (the “ Product Addendum”) to the Terms is hereby incorporated by reference into the Agreement. Undefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which an City may utilize the Dashboard to enable and use Uber Central. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to Uber Central.

1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:
“Active User” means an individual (i) with an active Uber Account, or (ii) who has otherwise registered with Uber and accepted the End User Terms.

“City User” means an Active User or Guest User.

“Designated Recipient” means an individual authorized by an City User to provide information to Uber and receive notifications from Uber, including but not limited to through SMS messages, regarding such City User’s trip.

“Guest User” means an individual who is not an Active User.

“Uber Central” means the Uber Transit product that, in connection with Uber’s technology systems, enables the City to request rides, or deliveries through Uber Connect when available, on behalf of City’s customers, clients, or other authorized individuals.

2. Provision of Services to City.

2.1 Access to Services. Upon execution of the Agreement, Uber will use commercially reasonable efforts to enable the City to access Uber Central via the Dashboard. In addition to the Dashboard features described in the Agreement, the Dashboard will enable City to (a) request rides on behalf of City Users, and (b) view monthly statements setting forth trips requested on behalf of City Users. City expressly acknowledges and agrees that any and all transportation services are provided neither by Uber nor by City, but by independent third -party providers. City acknowledges that City will incur User Charges to the account of City, and not to the applicable City User's personal Uber user account or credit card.

2.2 Active Users; Guest Users; Designated Recipients.

2.1.1. Prior to requesting the Uber Service on behalf of any City User, City shall obtain from the City User and submit to Uber the following information with respect to such City User: (a) first and last name, (b) active telephone number, (c) pick-up and drop-off location; and (d) pick-up time and other optional trip related data (e.g. billing code, trip purpose, and message to Drivers) (collectively, “ City User Data ”), in order to permit Uber to confirm whether such City User is an Active User or is a Guest User. City shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to City, any City User or any other Party with respect to inaccurate or incomplete City User Data supplied to Uber by City.

2.1.2. City shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom City requests the Uber Service. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not an Active User.

2.1.3. City may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber to provide notifications and detailed trip information, including real-time trip status, regarding an City User’s trip, to such Designated Recipient, including via SMS. Uber shall not be liable to City, any City User, any Designated Recipient, or any other Party with respect to inaccurate or incomplete information supplied by City related to any Designated Recipient.

3. Privacy.

3.1. Definitions. “City Personal Data” means information provided by the City to Uber in connection with the Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by an Active User.

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3.2. Roles of Parties. Each Party is an independent controller of the City Personal Data and Uber Personal Data. City will provide City Personal Data to Uber, for the provision of the services as described in this Product Addendum. City will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes.

3.3. Compliance with Data Protection Laws. Each Party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data (which includes City Personal Data and Uber Personal Data).

3.4. Data Restrictions.

3.4.1. City Restrictions. City agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard solely for legitimate business purposes, and will limit access to Uber Personal Data and the Dashboard solely to City’s personnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. City will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.

3.4.2. Uber Restrictions. Uber agrees that Uber shall use or disclose City Personal Data as necessary to provide the Uber Service or as required under applicable laws or regulations. Uber shall limit access to City Personal Data solely to Uber and its Affiliates’ directors, officers, employees, consultants, or agents who have a legitimate business need to access such City Personal Data.

4. Effect of Termination. All outstanding payment obligations and Sections 1, and 3 - 4 of this Product Addendum shall survive the termination of this Product Addendum.

5. Warranties.

5.1. In addition to the warranties set forth in the Agreement, City represents and warrants that City will inform and obtain all necessary rights, permission and legally adequate consent from City Users (x) to share such City User’s personal data with Uber, (y) to receive SMS messages or automated calls from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum, and (z) for Uber to provide City and any Designated Recipients with detailed trip information, including real-time trip status, for the trips charged to City’s Corporate Account. City also represents and warrants that City will inform and obtain all necessary rights, permission and legally adequate consent from Designated Recipients (i) to share such Designated Recipient’s personal data with Uber and (ii) to receive SMS messages fr om Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. City acknowledges that it may elect to utilize the Dashboard to request the Uber Service on behalf of Guest Users. Any such election is at City's sole discretion, and, in addition to City’s indemnity obligations under the Agreement, City therefore will indem nify, defend and hold harmless Uber, its Affiliates and its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third party claim, suit, action or proceeding arising out of or related to the use of the Uber Service by any Guest User.

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UBER VOUCHERS PRODUCT ADDENDUM
TO THE

UBER TRANSIT DASHBOARD ACCESS AGREEMENT

This Uber Vouchers Product Addendum (the “ Product Addendum”) is hereby incorporated by reference into the Agreement.

Undefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which a City may utilize the Dashboard to enable and use Uber Vouchers. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to Uber Vouchers.

1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:
“Community Guidelines ” means the guidelines available at https://www.uber.com/legal/en/document/?name=general- community-guidelines&country=united-states&lang=en, as may be amended from time to time by Uber in its sole discretion. “Voucher Recipient” means an individual that receives one or more Uber Vouchers sent or requested by the City. Voucher Recipients are City Users.
“Design Guidelines ” means the Uber Trademark Usage Guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by Uber in its sole discretion pursuant to which City may use the Uber Trademark as set forth herein. “Program” means an event or series of events for which the City wants to provide a Voucher Recipient with an Uber Voucher in order to use the Uber Service.
“Redemption Value” means the maximum amount for which a Voucher Recipient may utilize any single Uber Voucher to receive a full or partial payment for User Charges pursuant to this Product Addendum. “Uber Voucher” means a promotional code or link generated by City through the Dashboard that, when validly applied, allows an individual with an active Uber Account to receive a partial or full payment by City for User Charges up to the amount of the applicable Uber Voucher, subject to (a) any utilization requirements and limitations established by City, (b) the terms of this Product Addendum, and (c) other restrictions and limitations as Uber may determine from time to time that are generally applicable to all discount codes generated by Uber. “Utilization Amount” means the exact dollar amount of an Uber Voucher a Voucher Recipient utilized for User Charges and is a “Fee” as defined in the Agreement.

2. Access to Services. Upon execution of the Agreement, in accordance with the Scope of Services at Exhibit A with respect to the Dashboard training and access and as may be further mutually agreed by the Contract Officer and Uber’s Principal , Uber will use commercially reasonable efforts to enable the City to access Uber Vouchers via the Dashboard. In addition to the features described in the Agreement, the Dashboard will enable City to (a) create and/or distribute Uber Vouchers in accordance with the terms of the Agreement; (b) view and pay Monthly Statements; and (c) view current, appoint new, and remove Administrators. Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time. City expressly a cknowledges and agrees that any and all transportation services provided to Voucher Recipient are provided neither by Uber nor by City, but by independent third -party transportation and delivery providers. It is the City’s sole responsibility to keep and maintain an accurate list of current Voucher Recipients to receive and utilize Uber Vouchers.

3. Utilization Amount. Upon redemption of an Uber Voucher by a Voucher Recipient or according to Batched Billing, Uber shall charge City the Utilization Amount of each such Uber Voucher, unless City participates in Monthly Billing, in which case City shall pay for the Utilization Amount pursuant to Section 6.2 of the Agreement. If the User Charges exceed the Uber Voucher value for an individual Voucher Recipient’s transaction, Uber shall charge the balance to such Voucher Recipient’s payment method on file in their Uber Account.

4. Uber Vouchers.

4.1. Creating Uber Programs and Uber Vouchers; Limitations.

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4.1.1. City may create Programs within the Dashboard, which will generate Uber Vouchers for the City to distribute to Voucher Recipients. Uber shall run such Programs only in the countries where Uber makes Uber Vouchers available to the City. City acknowledges and agrees that it is responsible for all marketing, promotion, and advertising of the Programs.

4.1.2. City may elect to either create a Program with: (a) a single Uber Voucher to distribute to all Voucher Recipients (a "Single Code"); or (b) individualized Uber Vouchers that City can distribute to each Voucher Recipient, which are limited to one (1) code per Voucher Recipient, and can only be used by the first Voucher Recipient who redeems the code (each an “Individualized Code”). City acknowledges and agrees that (a) Single Codes and Individualized Codes may not be used as intended if a Voucher Recipient shares the code with anyone other than a Voucher Recipient, (b) Uber has no way to prevent and bears no responsibility for su ch sharing or non -intended use, and (c) all of City’s obligations under this Product Addendum apply no matter who redeems an Uber Voucher under this Product Addendum.

4.1.3. Single Codes. For any Program that utilizes a Single Code, City may limit the number of times such code can be used; provided, however, City must clearly and conspicuously disclose to each Voucher Recipient (i) that use of the code is not guaranteed, and (ii) the mater ials terms and conditions of each Single Code. City acknowledges and agrees that: (i) a Single Code may be used by individuals (including those who are not Voucher Recipients) City did not intend to target, but City will be financially responsible for the number of times the Single Code is used to access the Uber Service; and (ii) for any individual that tries to access a Single Code after the usage limitations have been met, Uber will direct such individual to contact City about such Single Code. Notwithstanding anything to the contrary, City acknowledges and agrees that in no event will Uber be liable to (i) any Voucher Recipients who were targeted to receive a Single Code but were unable to utilize such Single Code, or (ii) City for Uber’s non-fulfillment of the Single Code as a result of usage limitations set by City.

4.1.4. Individualized Codes. For any Program that utilizes Individualized Codes, City bears responsibility to correctly deliver such codes to Voucher Recipients and to clearly and conspicuously disclose the material terms and conditions of each Individualized Code to each Voucher Recipient. City acknowledges and agrees that for any individual that tries to access an Individualized Code after such code has expired, Uber will direct such individual to contact t he City about such Individualized Code. Notwithstanding anything to the contrary, City acknowledges and agrees that in no event will Uber be liable to (i) any Voucher Recipients who were targeted to receive an Individualized Code but were unable to utilize su ch Individualized Code, or (ii) City for Uber’s non-fulfillment of the Individualized Code as a result of usage limitations set by City.

4.1.5. Uber Delivered Vouchers. In addition to creating Programs under this Product Addendum, City may choose to create an Uber Voucher for a specific Voucher Recipient by (i) requesting that Uber deliver such Uber Voucher to the Voucher Recipient via SMS message or by another agreed u pon delivery method such as email (each an “ Uber Delivered Voucher”), and (ii) providing to Uber such Voucher Recipient’s first name and last name, as well as phone number and/or email address. Prior to creating an Uber Delivered Voucher, City shall obtain consent from the Voucher Recipient and submit to Uber the following information with respect to such Voucher Recipient: (a) first and last name, (b) active telephone number and/or email address, (c) and all information related to the Uber Voucher (collectively, “Voucher Recipient Data”), in order for Uber to deliver such Uber Voucher to the user via SMS message, email, the Uber App, or by another delivery method.

City shall ensure that any Voucher Recipient Data City provides to Uber is accurate and complete, and Uber shall not be liable to City, any Voucher Recipient, or any other Party with respect to inaccurate or incomplete data supplied by City.

4.2. Uber Voucher Limitations. City shall ensure the maximum aggregate Redemption Value of Uber Vouchers that City has outstanding at any given time during the Term shall not exceed the credit amount approved by Uber for City’s Batched Billing or Monthly Billing, unless Uber agrees in writing to allow City to distribute a different aggregate Redemption Value of Uber Vouchers. Each Uber Voucher created by City shall: (a) expire no later than twelve (12) months following the date on which City created the Uber Voucher; (b) have a minimum Redemption Value, as specified in the Dashboard, for each country in which City creates an Uber Voucher; (3) be valid for redemption in areas where Uber Vouchers are available until such Uber Voucher expires; and (4) be feasibly usable for the Voucher Reci pient receiving such Uber Voucher (e.g., a Voucher Recipient cannot be located in New York, New York and receive a code that is only valid in San Francisco, California).

4.3. Restrictions of Use. City cannot use Uber Vouchers with any third-party promotion, agreement, relationship, marketing event, Driver, or any other use case without Uber’s prior written consent. City agrees it will not apply, or allow to be applied, the Uber Voucher to an Uber Account without first disclosing all of the disclaimer set forth in Section 4.5.3 below.

4.4. Modification or Cancellation of Uber Vouchers. After City creates a Program, City may only: (a) update a Program to make such Program’s restrictions and/or value more permissive if the Uber Voucher has not yet been distributed to Voucher Recipients; or (b) cancel a Program in its entirety, in which case City shall immediately notify all Voucher Recipients that (i) such Program is canceled, and (ii) City, and not Uber, decided to cancel the Program. Any such notification shall be subject to Uber’s prior written approval. City acknowledges and agrees that if City modifies or cancels a Program: (a) City remains financially responsible to Vouc her Recipients who received an Uber Voucher from City, whether or not the Voucher Recipient used such

01007.0001 1046281.17
Uber Voucher before City modified or canceled the Program; and (b) that if an individual is unable to use an Uber Voucher for any such modified or canceled Program, Uber will direct such individual to contact City about any modification or cancellation issues. Notwithstanding anything to the contrary, City acknowledges and agrees that in no event will Uber be liable to: (a) Voucher Recipients who received an Uber Voucher, but were not able to use such Uber Voucher following City’s modifications to or cancellation of the Program by City, or (b) City for Uber’s non -fulfillment of the Uber Voucher as a result of a modifications to or cancellation of the Program by City.

4.5. Marketing and Messaging Related to Uber Vouchers.

4.5.1. Marketing Guidelines. At all times during the Term, City shall follow the marketing guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, which Uber may update from time to time in its discretion, and any other marketing guidelines the Parties have agreed to that the Parties have agreed to.

4.5.2. City Delivery of Uber Vouchers to Voucher Recipients. In the event City is delivering Uber Vouchers to Voucher Recipients, Uber will deliver Uber Vouchers to City in the form of code links, that City may deliver to Voucher Recipients via email or, if City has obtained legally -adequate consents under the Tele phone Consumer Protection Act (“TCPA”), short message service (“SMS”) message. In the event that City delivers such Uber Vouchers via email, City shall ensure that it is the sole sender of the email as defined by the CAN -SPAM Act and that Uber does not appear as the sender of such email. In the event that City delivers an y Uber Vouchers via SMS message, City shall ensure that it has affirmative legally-adequate written consent from all Voucher Recipients to send them such messages and will make clear in all such messages that they are being sent by City (as opposed to Uber). City shall not deliver or attempt to deliver any Uber Vouchers through a public-facing or accessible website/page or via social media.

4.5.3. Uber Vouchers Disclaimer. City shall ensure that any delivery or distribution by City of an Uber Voucher to a Voucher Recipient, or any communication related thereto, shall include a prominent disclaimer notifying the Voucher Recipient that: (a) such Uber Voucher may only be rede emed for specific types of rides requested via Uber’s mobile application: (b) such Uber Voucher is subject to a specific, defined expiration date; (c) such Uber Voucher is subject to specific, defined geographic restrictions; (d) such Uber Voucher is subj ect to a specific, defined maximum Redemption Value; (e) such Uber Voucher cannot be redeemed for goods or services outside of the Uber App; (f) once redeemed by a Voucher Recipient, any Uber Voucher value is not transferable to other Uber accounts, users or products; (g) Voucher Recipient and City will not receive any value or credit for any unused portions of such Uber Voucher; and (h) such Uber Voucher has no cash value and may not be redeemed for cash, except as required by law. The following is a pre -approved disclaimer for use with a Single Code: “Limited Availability. No cash value. One-time use only. Maximum discount of $[#] per redemption. Maximum of [#] [trips] per account. To redeem discount, Uber Voucher code [INSERT LINK] must be applied to Payment section of the Uber App prior to requesting the intended [trip]. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for trips placed using [add any vehicle or other restrictions as applicable]. Taxes and other fees will be covered provided that the value of the Uber Voucher is greater than the total order amount. Offer is non -transferable, subject to chang e or cancellation. Issues involving redemption and/or use of the Uber Voucher code should be directed to [YOUR CITY NAME] at [INSERT YOUR CITY CONTACT INFO].” City shall add at the beginning of the above pre-approved disclaimer paragraph the following for use with an Individualized Code: “Limited to one code per person. Can only be used by the first person who redeems the code. Non-transferable.”

4.6. Uber Account Required.

4.6.1. Active Uber Account Required. City acknowledges and agrees that before a proposed individual Voucher Recipient can utilize an Uber Voucher pursuant to this Product Addendum, such proposed Voucher Recipient must have an active Uber Account to activate such Uber Voucher.

4.6.2. Restrictions. In addition to the restrictions set forth in Section 4 of the Agreement, City shall not, and shall not authorize others to modify or alter any Uber Voucher as created pursuant to this Product Addendum.

5. Uber Voucher Usage.

5.1. Uber Vouchers must be used by the recipient for personal use and cannot be resold by the recipient. Any additional marketing or advertising of the voucher by the recipient must comply with the terms of this Agreement.

5.2. City is responsible for lost, stolen, or misused Uber Vouchers unless otherwise required by law.

01007.0001 1046281.17

5.3. Uber reserves the right to close or suspend City’s Corporate Account, or any Voucher Recipient’s Uber Account, adjust balances and/or request alternative forms of payment if Uber determines, in its sole discretion, that any Uber Voucher issued hereunder is or has been fraudulently obtained or used.

5.4. Uber may cease offering the Uber Vouchers product at any time and for any reason.

6. Intellectual Property.

6.1. Use of Uber Marks; Guidelines. Any use by the City of Uber Marks hereunder shall be subject to Uber’s prior written approval, which shall be deemed granted with respect to such uses compliant with the Design Guidelines. City will comply with the Design Guidelines, including without limitation, all additional directions given by Uber to City as to the content, colors, size, “look and feel” and other elements of any and all representations of Uber’s Marks.

6.2. Inspection of Records. During the Term, Uber may request in writing that City provide to Uber all of City’s relevant records, marketing materials, and communications (including but not limited to, email and SMS messages that City, any of its Affiliates, or any other third party sent to Voucher Recipients in connection with an Uber Voucher) that include the Uber Trademark (collectively, the “Records”). City shall provide the Records to Uber within thirty (30) calendar days of Uber’s request for any such Records. In the event Uber, in its sole discretion, determines the City has not met its obligations with respect to the Uber Trademark as set forth in this Product Addendum, then Uber may terminate this Product Addendum and take any additional measures afforded to it by law or under the Agreement. City shall preserve, and shall cause all of its Affiliates to preserve , all of the aforesaid Records for a period of at least two (2) years from the termination or expiration of this Product Addendum.

7. Warranties. In addition to the warranties set forth in the Agreement, City represents and warrants that: (a) City shall comply with all applicable laws and regulations applicable to the performance of its obligations hereunder; (b) as it relates to Cit y’s activities involving the Uber Vouchers, including but not limited to the Programs, and the marketing, promotion, and any other forms of communication regarding the Uber Vouchers, City will (i) comply with the Design Guidelines , the Uber Voucher Marketing Guidelines, Community Guidelines, and all applicable law (including, without limitation, CAN-SPAM and TCPA); and (ii) ensure that any such marketing, promotion, or other form of communications does not harm the goodwill or reputation of Uber; (c) City is responsible for the full cost of all Uber Vouchers used, whether or not used as intended by Voucher Recipients or others; (d) if City modifies or cancels a Program, City remains responsible for the full cost of all Uber Vouchers distributed, wheth er or not used by Voucher Recipients; and (e) City will inform and obtain all necessary rights, permission, and legally-adequate consent from Voucher Recipients: (i) to receive SMS messages and other communications from Uber in connection with Uber Vouchers and the Uber Service; and (ii) for Uber to provide City with detailed trip information, including real -time trip status, for any trips such Voucher Recipient takes using the Uber Voucher created by City.

8. Privacy and Security.

8.1. Definitions. “City Personal Data” means information provided by the City to Uber in connection with the Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by a Voucher Recipient.

8.2. Roles of Parties. Each Party is an independent controller of the City Personal Data and the Uber Personal Data. City will provide City Personal Data to Uber, for the provision of services as described in this Product Addendum. City will only proce ss Uber Personal Data for administrative purposes, to manage access control and for activity review purposes.

8.3. Lawfulness. City agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain consent from each Voucher Recipient: (a) to provide the Voucher Recipient’s personal data to Uber; (b) for Uber to provide City with detailed information on, and real-time trip status of, the rides or meals charged to City's Corporate Account; and (c) to receive SMS messages and emails from Uber, and for Uber to otherwise contact each Voucher Recipient for the purpose of providing the Uber Service or to provide any communications pursuant to the Agreement.

8.4. Data Restrictions.

8.4.1. City Restrictions. City agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard solely for legitimate business purposes, and will limit access to Uber Personal Data and the Dashboard solely to City’s personnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. City will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.

01007.0001 1046281.17

8.4.2. Uber Restrictions . Uber agrees that Uber shall only use or disclose City Personal Data for the purposes described in this Agreement.

8.5. Compliance with Data Protection Laws. Each Party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data.

8.6. Public Records Laws. Uber acknowledges that City may be subject to public records disclosure laws. City agrees to make diligent efforts to limit disclosure pursuant to any available bases stated in California or other applicable law, to notify Uber of such disclosure requirem ents at least five (5) days before disclosure, and to allow Uber reasonable opportunity to object to production. If City determines the material is not exempt from public disclosure law, City will notify Uber of the request an d allow Uber twenty (20) busin ess days to take whatever action it deems necessary to protect its interests. If Uber does not take any such action within said period, City may release the portions of record(s) deemed by City to be subject to disclosure. If City is required to release Uber’s Confidential Information, it agrees to use any available authorities to redact personal or business Confidential Information from such records to the extent permissible by applicable law and final judgment.

8.7. Nonpublic Information. If City mistakenly, inadvertently or inappropriately obtains access to any personal data related to an Uber Voucher or the Uber Services utilized by a rider or other Uber user in connection with this Product Addendum, City shall immediately notify and return it to Uber (and shall cause its Representatives to do the same). City shall not (i) copy, duplicate or otherwise reproduce or retain any portion of any personal data in any form or manner whatsoever, nor permit any of its Representatives to do so, nor (ii) enhance any database or any other files or other media by using any personal data.

9. Indemnification.

9.1. In addition to City’s indemnity obligations under the Agreement, City will also indemnify, defend and hold harmless Uber, its Affiliates, and its and their respective directors, officers, employees, consultants, agents, successors, and assig ns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable outside attorney fees) with respect to any third party claim, suit, action, or proceeding arising out of or related to the Programs and City’s use and distribution of Uber Vouchers including but not limited to City’s marketing, advertising, promoting, communicating, or delivering any such Uber Voucher to Voucher Recipients in any manner in any media. For avoidance of doubt, in the event that Voucher Recipients are unable to redeem an Uber Voucher because the funds attributable to such Uber Voucher have already been used, City shall indemnify Uber for any claims made by such Voucher Recipients.

9.2. Uber shall provide prompt notice to the City of any potential claim subject to indemnification hereunder. City will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. City will not settle or compromi se any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably withheld.

Uber will reasonably cooperate with the City in the defense of a claim, at the City’s expense.

10. Use of City Logo. City hereby grants to Uber the right to use City’s Marks, subject to Section 7.1 of the Agreement, in the Uber App, push notifications, emails, and SMS messages to help Voucher Recipients identify Uber Vouchers created by City.

11. Effect of Termination. Accrued and outstanding payment obligations, Sections 1, 3, 7 – 10 shall survive the expiration or termination of the Agreement.

01007.0001 1046281.17

EXHIBIT “D”

SCHEDULE OF COMPENSATION
I. The City shall pay User Charges as set forth in the “Uber Transit Dashboard Access Terms” attached as Exhibit “C”.

II. The fare for the City User shall be $2.00 per Ride, plus any portion of a Ride cost that is in excess of $20.00. The $2.00 charge is referred to as a co -pay. The City will only subsidize a total of up to $18.00 per Ride through an Uber Voucher. Any additio nal Ride costs exceeding $20.00 will be paid by the City User, in addition to the $2.00 co- pay.

A. City User will pay Uber directly for the first $2.00 of the trip through their payment method (credit/debit card or gift card) saved on their Uber account. Contractor is required to apply the total of all co-payments collected from each month as a credit towards the City’s monthly statement as described in Section D of Exhibit “A.” III. The fare for the City User shall be $0.00 per Ride for any Rides booked through Uber Central. These Rides may only occur if specifically requested by the Coordinator.

IV. The City will compensate Contractor as set forth in Section 5 of Exhibit “C”. All City User ridership information shall be accessible through the Administrative Dashboard as described in Section I.F of Exhibit “A.”
V. The total compensation for the Services shall not exceed $ 2,000,000, as provided in Section 2.1 of this Agreement.

E-1
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EXHIBIT “E”

SCHEDULE OF PERFORMANCE

I. In coordination with City’s Contract Officer, Contractor shall complete a series of three phases within a four -week schedule to implement a successful launch of the Voucher Program. The proposed four-week schedule may be expedited if necessary.

A. Phase I: Planning (approximately two weeks)

1. Initiation and Design
B. Phase II: Implementation (approximately two weeks)

1. Build, Train, Train, Test, and Deploy
C. Phase III: Maintenance and support (ongoing)

1. Ongoing support and refinement of City’s Voucher Program on an as - needed basis
II. City User may request rides via the Uber App twenty-four hours per day (24/7), three hundred sixty-five days per year (365), including all holidays.

III. City may request rides for City User through Uber Central twenty -four hours per day (24/7), three hundred sixty-five days per year (365), including all holidays.

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
ADMINISTRATIVE SERVICES COOPERATIVE, INC.

01007.0001 2058596.7 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
ADMINISTRATIVE SERVICES COOPERATIVE, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of _______, 202_ by and between the CITY OF CARSON, a California municipal corporation (“City”) and ADMINISTRATIVE SERVICES COOPERATIVE, INC. , a California corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

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

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

ARTICLE 1. SERVICES OF CONTRACTOR

1.1 Scope of Services.

As a material inducement to the City entering into this Agreement, Contractor 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. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest

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

1.2 Contractor’s Proposal.

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

Contractor 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. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, 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, Contractor warrants that Contractor (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 th e services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

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

01007.0001 2058596.7 -3-

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, 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 Agreem ent, which said adjustments are subject to the written approval of the Contractor. 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 Contractor that the provisions of this Section shall not apply to services specifi cally set forth in the Scope of Services. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Million Dollars ($2,000,000) for the initial term of the Agreement (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor’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 Contractor at all project meetings reasonably deemed necessary by the City.

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

2.4 Invoices.

Each month Contractor 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, Contractor 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, material s, equipment, supplies, and sub contractor contracts. Subcontractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.

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

2.5 Waiver.

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

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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.

Contractor 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 Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of th e Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the 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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

This Agreement shall commence on January 1, 2026, and shall remain in full force and effect for five (5) years thereafter, unless earlier terminated in accordance with Article 7 of this Agreement.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

Marco A. Soto, Vice President and Director of Operations (Project Manager)

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

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

4.2 Status of Contractor.

4.3 Contract Officer.

The Contract Officer shall be Jason Jo, Transportation Supervisor, or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Office r 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 Contractor.

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

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Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit , with two million dollars ($2,000,000) in excess coverage for a total of four million dollars ($4,000,000). (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor 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 Contractor in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

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

5.2 General Insurance Requirements.

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

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor 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 Contractor 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] ______________
Contractor 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 Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and a ppointed officers, officials, employees or volunteers. Contractor’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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractor subcontracts any portion of the work in compliance with Section

4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

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Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor 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 Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor 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 Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor 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 assig ns of Contractor and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

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agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor 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 record s”), 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 City 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 Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

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

6.3 Ownership of Documents.

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liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and material s are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 Contractor’s acts or omissions in performing or failing to perform Contractor’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 Contractor, 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 Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

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

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7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

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

7.8 Termination for Default of Contractor.

If termination is due to the failure of the Contractor 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 Contractor 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

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damages), and City may withhold any payments to the Contractor for the purpose of set -off or partial payment of the amounts owed by the City therefor.

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, s ex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of

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this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

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

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 Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

9.3 Counterparts.

9.4 Integration; Amendment.

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of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

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

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

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

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

01007.0001 2058596.7 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

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

ADMINISTRATIVE SERVICES COOPERATIVE,
INC., a California corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 2050 W. 190th Street, St 100
Torrance, CA 90504

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

01007.0001 2058596.7

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001 2058596.7

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001 2058596.7 A-1

EXHIBIT “A”

SCOPE OF SERVICES
I. The City’s Dial-A-Ride (“DAR”) Program provides demand -responsive services based on the curb -to-curb concept for registered participants. Contractor will perform the following services for the City’s DAR program in accordance with the following standards:

A. Hours of Operation: Services shall be made available to participants between 4:00 a.m. to 10:00 p.m. , three hundred sixty -five (365) day s per year, including all holidays.

B. Eligibility:

1. Criteria: Contractor shall receive requests for and dispatch Dial-A-Ride taxi services to City of Carson residents who are: (i) at least sixty (60) years of age; or (ii) disabled adults eighteen (18) years of age or older who are unable to use public transit because of a physical, mobile, hearing and/or vision impairment.

2. Intake: Contractor acknowledges that City staff shall provide intake services for qualifying applicants, receive and process applications, and provide the Contractor with new users and their respective user identification pictures , a s more particularly detailed in Section 1.10 .

Contractor shall issue picture-bearing identification swipe/tap cards to City staff for distribution via postage mail.

3. Participant Co-Pays: Contractor acknowledges that City staff shall collect, record, and apply the $2.00 participant co -pays for each trip to the respective profiles of the participants.

C. Requesting a Ride:

1. Dispatch: To request a DAR program ride, passengers must call dispatch at least fifteen (15) minutes in advance of their requested pick -up time and provide their user identification number or their first and last name.

Participants requesting a Wheelchair Accessible V ehicle (WAV) must call dispatch in advance, but shall not be required to call more than twenty-four (24) hours in advance , of their requested pick -up time.

Passengers must also physically present their identification card to their driver and confirm their destination prior to embarking.

2. Response Times: All drivers shall arrive within a twenty (20) minute window (+/-20) of their scheduled pick up time. If a driver arrives more than twenty (20) minutes past the scheduled pick up time, the trip shall be free of charge and City shall not be billed for any portion of the trip.

Contractor shall still be obligated to complete the trip for the passenger and record such trips as a Courtesy Ride. Drivers shall drop off passengers

01007.0001 2058596.7 A-2

at their destinations no later than twenty (20) minutes past their required drop time. However, the Contractor shall not be held responsible for failure to provide on -time service due to forces beyond its immediate control.

These are instances that would be considered “force majeure” situations. In the event of such an occurrence, sufficient documentation of the circumstances shall be provided to the Ci ty for approval by the Contract Officer. The unavailability of available drivers at the time of any given ride shall in no way constitute a “force majeure” situation.

3. Reservation Service: Contractor will accept reservation requests 24 hours a day, 7 days a week, and as early as two (2) weeks in advance. Participants may cancel reservations for a scheduled pick up and the same will be logged in the monthly report.

4. Subscription Service: Participants will have the option of scheduling a standing pick -up time for the same hour daily or weekly. The dispatch department will be in charge of scheduling the trips and keeping a log of all the subscription service trips.

D. Dispatch Center:

1. Wait Times: Contractor’s initial hold time for reservation calls shall not exceed two (2) minutes and the average initial hold time shall not exceed one (1) minute.

2. Contractor shall provide a dedicated telephone number for the exclusive use of participants of the DAR program. Contractor shall have dispatch operators identify themselves by saying "Carson Dial -A-Ride" within their greeting.

3. Contractor's dispatching and schedule system shall include:
a) Maintain a customer database with records of past rides. b) On-time performance monitoring with ride times, scheduled pickup times versus actual pickup times, and tracking information to verify pick-ups that were completed more than twenty (20) minutes past their scheduled time.

4. Dispatch operators shall at all times be courteous, friendly, helpful, and patient with callers. Operators must possess a strong command of the English language , have translators available for Spanish and Tagalog speaking callers , and accommodate Teletypewriter (TTY) for hearing - impaired callers.

5. Shared Rides: Contractor shall make every reasonable effort to create shared rides in order to minimize costs to the City and to reduce environmental footprint. To encourage shared rides, passengers who are

01007.0001 2058596.7 A-3

picked up at the same origin and vehicle and share the same destination shall ride for a single fare.

E. Service Area:

1. City Boundaries: Passengers may travel to and from all areas of the unrestricted City boundaries as depicted in Exhibit “A -1”. Trips that originate and end within these areas may be for any purpose, including but not limited to: banking, shopping, medical, recreational, educational, and social.

2. Outside City Boundaries: Passengers may also travel to and from a reas within the defined perimeter outside of City boundaries as depicted in Exhibit “A-1”. Trips to any of these areas are allowed for medical and social service purposes ONLY.

3. Satellite locations: In addition to the defined perimeter outside of City boundaries, passengers may also travel to and from eighteen (18) City- approved satellite locations for medical and social service purposes as depicted in Exhibit “A-1”.

4. The boundaries of the City and satellite destinations are subject to change by City at any time and are based solely on the needs of the City.

5. Should a passenger request a non -medical/social service trip to an area outside of the City boundaries, the trip shall be subsidized up to the Carson boundary and the passenger , with his/her acknowledgement, shall be charged the regular taxi rate for this latter leg of the trip. Should the passenger request a non-medical/social service trip out of an area outside of the City boundaries, t he first leg leading up to the City boundary shall be charged the regular taxi rate.

F. Pick-up and Drop-off Standards:

1. Personal assistance: All drivers shall be courteous and offer curb -to-curb service for any passengers who may appear to need assistance, or as requested by the passengers, with entering/exiting the vehicle, assisting with personal items such as bags or gro ceries, and opening/closing vehicle doors as needed.

2. Passenger delays: All drivers shall demonstrate patience and courtesy should any passengers require more time entering/exiting the vehicle. As certain passengers may have physical conditions such as loss of hearing or stiff joints, drivers shall be profess ional, understanding, and safely accommodate the passengers to the best of their abilities.

01007.0001 2058596.7 A-4

3. Travel Aide: Passengers may bring up to one (1) travel aide or care provider during their trip. Passengers must request this accommodation when placing their request to the dispatch center.

4. Guests: Up to four (4) total passengers (inclusive of program participants and their travel aides or other guests) may travel together for the price of one ride.

5. Gratuities: Drivers are strictly prohibited from asking passengers for tips and/or other forms of gratuities. Contractor shall provide or develop a disciplinary plan to ensure adherence to this rule.

6. Safety: Should any passengers express extreme discomfort or concerns for their safety due to the behavior of their driver, Contractor shall counsel the driver to ensure immediate correction within one (1) business day.

G. Driver Requirements:

1. Credentials: Maintain all applicable licenses as required by the State of California for the operation of commercial vehicles. No driver shall be permitted to drive who has: (a) More than two points on his/her driving record within the prior twelve (12) months under the Department of Motor Vehicles point system; or (b) more than three points within the prior thirty-six (36) months under the Department of Motor Vehicles point system; or (c) has had his/her driving privileges placed on probation by the Department of Motor Vehicles; or (d) has been convicted in any jurisdiction of any driving offense(s) involving driving under the influence of alcohol or drugs, driving with a suspended or revoked driver’s license, or reckless driving.

2. Be alert, clean in appearance and hygiene, courteous, sober, drug -free, and competent in their driving skills.

3. Operate a vehicle which is safe and clean in appearance , free of smoke and/or strong odors, mechanically sound, and seating capacity for four (4) or more passengers.

4. Smoking and/or vaping inside of the vehicle is strictly prohibited at all times.

5. Under no circumstances shall drivers request gratuities and/or tips from the passenger(s) or public.

H. Drug and Alcohol Testing:

1. Contractor shall conduct an ongoing drug and alcohol testing program which shall meet all applicable state and federal standards to include , but not limited to: test on incident or accident, test on reasonable

01007.0001 2058596.7 A-5

suspicion, random testing, and training of supervisors to recognize drug and alcohol symptoms.

I. Safety Trainings:

1. Contractor shall have new drivers complete a driver safety training program during their onboarding. The program shall include driver training, map reading, taxicab rules and regulations, computerized dispatch systems, customer relations, sensitivity training for passengers with special needs, Americans with Disabilities Act requirements, and behind -the-wheel training.

J. Vehicles:

1. Each taxicab made available to the City’s DAR program shall be a full- sized sedan or minivan and equipped with fully functioning air conditioning and heating systems, speedometers, fuel gauges, 4-way hazard flashers, headlights, windshield washers/wipers, safety mirrors, fire extinguisher, and seat belts. Each vehicle shall also be equipped with onboard radio and /or data tablet for constant communication with dispatch.

2. Wheelchair Accessible Vehicles (WAVs) shall be made available to participants within the same service parameters and compensation rates as regular taxicabs, except as otherwise provided in Exhibit C (Schedule of Compensation). WAVs shall meet all requirements of the Americans with Disabilities Act of 1990 and all subsequent and applicable amendments as well as all related Federal Regulations, including but not limited to, 47 CFR Parts 37 and 38 . Contractor acknowledges and agrees that DAR program participants who request a wheelchair - accessible ride from Uber (under Uber’s contract with the City) may be referred to Contractor for service pursuant to this Agre ement , and Contractor shall accommodate all such ride requests with WAVs in accordance with the terms of this Agreement.

3. Flag drop meters in all Vehicles shall be calibrated once every twelve (12) months by a n approved testing firm. The Contract Officer may require additional calibration if needed to ensure accurate calibration.

K. Accidents, Incidents, Complaints:

1. Contractor shall require that all drivers complete an "Incident Report" or “Accident Report” if they opt to participate in the City’s DAR program.

Reports shall be submitted to the Contract Officer within 24 hours of a reportable incident or accident associated with a trip performed for the City.

01007.0001 2058596.7 A-6

2. Contractor shall have a dedicated employee to answer the Contractor's customer service issues and complaints received by the City. The associate shall also keep a log of all complaints belonging to the City’s DAR program for future review as needed.

3. Customer complaints or Service complaints include, but are not limited to: missed pickups, failure to pick-up, late pick-ups (i.e., 20 minutes or greater), and/or any behavior by Contractor that is in breach of this Agreement (i.e., asking/demanding participants for tips). All complaints must be addressed and resolved by the Contractor within two (2) business days from the original submission.

L. Americans with Disabilities Act:

1. Contractor shall comply with the Americans with Disabilities Act of 1990 and all subsequent and applicable amendments as well as all related Federal Regulations, including but not limited to, 47 CFR Parts 37 and

38. Contractor shall provide service to passengers with service animals.

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

A. Monthly service performance reports shall be transmitted to the Contract Officer no later than the 15th of each subsequent month with the following information, but not limited to:

1. Ridership

2. On-Time Performance

3. Adherence to the Plan Schedule

4. Complaints and Compliments of Service

5. Security Statistics

6. Revenue Data
III. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

IV. Contractor will utilize the following personnel to accomplish the Services:

A. William Rouse, General Manager
B. Egor Schulman, Dispatch Manager
C. Marco Soto, Vice President and Director of Operations/Project Manager

01007.0001 2058596.7 A-7

D. Monica Campis, Major Accounts Manager
E. Joyce Sage, Dispatchers and Customer Service Supervisor F. Sean Davis, Operations Staff/Field Supervisor
G. Training Department
H. Qualified Staff
I. Qualified Drivers

01007.0001 2058596.7 A-8

EXHIBIT “A-1”

DIAL-A-RIDE SERVICE MAP

01007.0001 2058596.7 C-1
EXHIBIT “B”

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

I. Section 2.2, “Method of Compensation, is hereby amended as follows:

“2.2 Method of Compensation.

The method of compensation shall 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 Contractor’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 as specified in Section 2.4 and the Schedule of Compensation.”

II. Section 1.10 “City Obligations & Wheelchair-Accessible Ride Referrals ,” is hereby added to read as follows:

“1.10 City’s Obligations & Wheelchair-Accessible Ride Referrals. (a) Intake; Wheelchair -Accessible Ride Referrals : City staff shall provide intake services for qualifying applicants, receive and process applications, and provide the Contractor with new users and their respective user identification pictures. Contractor acknowledges that the City may separately retain or utilize other contractor(s) to implement or provide rides pursuant to the DAR Program during the term of this Agreement, and that qualifying applicants shall have the option to select Contractor, pursuant to this Agreement, or such other contractor(s), pursuant to any applicable agreement entered into between the City and such contractor(s), based on the applicants’ need and preferences on a ride -by-ride basis. Contractor acknowledges that as of the effective date of this agreement, the City has separately retained one such other contractor, which is Uber Technologies, Inc. (“Uber”).
(b) Participant Co-Pays: City staff shall collect, record, and apply the $2.00 participant co-pays for each trip to the respective profiles of the participants.”

01007.0001 2058596.7 C-2
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform the services at the following rates:

$20.00 fee shall apply for WAVs or wheelchair service. Contractor shall clearly separate and list WAV rides from non-WAV rides.

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

A. Line items for all trips provided together with information associated with each trip including, but not limited to: passenger identification number, trip number, driver number, date, times, pick-up/drop-off addresses, cost of trip, vehicle miles traveled, revenue miles, and number of total passengers.

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

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

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

III. The total compensation for the Services shall not exceed $ 2,000,000 for the term of the Agreement, as provided in Section 2.1 of this Agreement.

01007.0001 2058596.7 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Service days shall be seven (7) days per week, and service hours shall be 4:00 a.m. to 10:00 p.m.

II. The Contract Officer may approve ext ensions for performance of the S ervices in accordance with Section 3.2.

RFP 25-004: Dial-A-Ride Services
Uber
Proposal Evaluation Criteria Maximum
Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Dial-A-Ride services for local municipalities. Proposers’ ability and experience to operate the project as specified in the RFP.
- Quali
fications and experience of Key Personnel team members
- Network of vehicles and drivers
- Customization of tools and parameters to meet program needs 25 points

23.25 B Past Performance: Client satisfaction with similar scope of work , proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities . The City may use past performance information obtained from sources outside of those provided by proposers. - Aver
age Booking time
- Average Waiting time
- Government agency partnerships
25 points
24 C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City. Approach to Scope of Services and available company resources. Overall quality of proposal. - Company
measures for driver accountability and behavior
- End user experience (trip status updates, trip progress, etc.) - Quality and completeness of proposal
20 points

18.75 D Fee Proposal : Cost to provide the services and personnel as they relate to the RFP requirements and methodology. Rates detailed are competitive and in line with the services being requested. Proposal provides an overall cost-effective solution.
- Cost
comparison using Carson ridership data
- Wheelchair fee, Call center fee
30 points

26.25 SCORE 92.25 / 100
RFP 25-004: Dial-A-Ride Services
Administrative Services Co Op
Proposal Evaluation Criteria Maximum
Points
A Proposer/Staff Expertise & Experience: Qualifications, experience, technical knowledge, required certifications of Proposer, and key personnel. Demonstrated experience and successful contract performance as a specialized provider of Dial-A-Ride services for local municipalities. Proposers’ ability and experience to operate the project as specified in the RFP.
- Quali
fications and experience of Key Personnel team members
- Network of vehicles and drivers
- Customization of tools and parameters to meet program needs 25 points

22.5 B Past Performance: Client satisfaction with similar scope of work , proven ability to perform tasks on schedule, and history of reasonable and cooperative working relationships with current and/or former municipalities. The City may use past performance information obtained from sources outside of those provided by proposers. - Aver
age Booking time
- Average Waiting time
- Government agency partnerships
25 points

20.25 C Work Methodology: Demonstrated understanding of requirements and ability to meet the requirements of the City. Approach to Scope of Services and available company resources. Overall quality of proposal. - Company
measures for driver accountability and behavior
- End user experience (trip status updates, trip progress, etc.) - Quality and completeness of proposal
20 points

17.25 D Fee Proposal : Cost to provide the services and personnel as they relate to the RFP requirements and methodology. Rates detailed are competitive and in line with the services being requested. Proposal provides an overall cost-effective solution.
- Cost
comparison using Carson ridership data
- Wheelchair fee, Call center fee
30 points

25.75 SCORE 85.75 / 100
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 31. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 2 TO THE CONTRACT SERVICES AGREEMENTWITH Z&K CONSULTANTS, INC. TO PROVIDE ON-CALL PROFESSIONAL CONSTRUCTION MANAGEMENTAND INSPECTION SERVICES TO THE PUBLIC WORKS DEPARTMENT (CITY COUNCIL) I. SUMMARY
The Public Works Department is responsible for managing and delivering the City’s Capital Improvement Program (CIP), which includes infrastructure projects such as roadway, storm drain, and facility improvements. The Department also oversees the Annual Citywide Pavement Maintenance Program, which ensures the City’s streets are maintained and rehabilitated on a regular schedule. To enhance the Department’s capacity to deliver projects eﬃciently and maintain construction quality, staff solicited professional Construction Management and Inspection Services to supplement City resources. In November 2023, the City Council approved a 30-month Contract Services Agreement with Z&K Consultants, Inc. (Z&K) for these services in an amount not to exceed $482,635, with a contract term through June 30, 2026. The City also maintains a separate on-call contract with Z&K for Project Management Services, which is distinct from the scope of services covered under this agreement.

As the City advanced into Phases 5, 6, and 7 of the Pavement Maintenance Program, staff requested and Council approved Amendment No. 1, which added $308,986 to the Z&K contract. This amendment allowed the City to continue delivering residential street improvements eﬃciently across all districts. Since that time, a number of the City’s large-scale and complex CIP projects have progressed into the construction phase, increasing the workload beyond what internal City inspection staff can effectively manage. Z&K has been instrumental in providing on-site inspection and project management support to ensure projects remain on schedule and are completed in accordance with City standards and speciﬁcations.

Given the continued expansion of the City’s construction activity and the upcoming phases of both the Pavement Maintenance Program and other priority capital projects, additional support is needed to maintain project momentum and prevent delays. Accordingly, staff recommends that the City Council approve Amendment No. 2 to the Construction Management and Inspection Services Agreement with Z&K Consultants, Inc., increasing the contract amount by $500,797, for a revised not-to-exceed total of $1,292,418, and extending the contract term through June 30, 2027. This amendment will ensure uninterrupted construction management support for ongoing and future City projects and will allow the Public Works Department to continue delivering capital improvements in a timely and cost-effective manner.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 2 to the Contract Services Agreement with Z & K Consultants to provide on-call Construction Management & Inspection Professional Services, increasing the contract sum by $500,797.00 for a total contract sum of $1,292,418.00 and extending the term until June 30, 2027; and,

2. AUTHORIZE the Mayor to execute Amendment No. 2 to the agreement with Z & K Consultants to provide on- call Construction Management & Inspection Professional Services following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE Amendment No. 2 to the Contract Services Agreement with Z&K Consultants to provide on-call Construction Management & Inspection Professional Services.

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

IV. BACKGROUND
The City Council approved the Fiscal Year 2025-2030 Five-Year Capital Improvement Program (CIP) on June 17, 2025. The updated CIP reﬂects a signiﬁcant increase in both the number and complexity of projects compared to previous plans, as the City continues investing in infrastructure, transportation, parks, and facility improvements. In addition, the annual Citywide Pavement Maintenance Program will continue advancing through new phases each year to improve the overall condition of residential streets throughout Carson. Given the higher workload associated with these projects, there is a continued need for on-call consulting support to assist City staff with construction management and inspection services. These consultants play a key role in ensuring projects are delivered on schedule, within budget, and in accordance with all construction standards and regulatory requirements.

In 2023, the Public Works Department issued Request for Qualiﬁcations (RFQ No. 23-002Q) seeking qualiﬁed ﬁrms to provide on-call construction management and inspection services for various capital projects and citywide maintenance programs. Following the competitive selection process, Z&K Consultants, Inc. (Z&K) was one of three ﬁrms awarded an agreement by the City Council on November 21, 2023. The original contract authorized an amount not to exceed $482,635 for a 30-month term ending June 30, 2026, with two optional one-year extensions.

As the City entered Phases 5, 6, and 7 of the Citywide Pavement Program, staff requested and Council approved Amendment No. 1 to Z&K’s contract, increasing the agreement by $308,986 for a new total of $791,621. This amendment allowed the continuation of eﬃcient street rehabilitation efforts across all districts. Since the original award, Z&K has provided construction management and inspection services for several major City projects, including the Emergency Operations Center and multiple phases of the Citywide Pavement Program. With additional phases scheduled in the current ﬁscal year and several other high-priority public works projects entering or continuing in construction, Z&K’s ongoing support remains critical to maintaining project schedules and ensuring quality control.

To sustain these efforts, staff recommends that the City Council approve the proposed Amendment No. 2 to the Construction Management and Inspection Services Agreement with Z&K Consultants, Inc., increasing the contract by $500,797 for a new not-to-exceed total of $1,292,418, and extending the contract term through June 30, 2027.

This amendment will provide the Public Works Department with the continued resources necessary to manage the City’s expanding capital program and deliver high-quality infrastructure improvements in a timely and cost-effective manner.

V. FISCAL IMPACT
If the proposed Amendment No. 2 is approved, the Contract Services Agreement with Z&K Consultants, Inc. for Construction Management and Inspection Professional Services will be increased by $500,797, resulting in a new not-to-exceed total contract amount of $1,292,418. Of the total amendment amount, $300,760 will be utilized during the current Fiscal Year 2025-26, with funds available in the Engineering Professional Services Account (No. 101-80-820-100-6004) within the adopted budget. The remaining $200,037 is anticipated to be incorporated into the Fiscal Year 2026-27 budget as part of the City’s annual budget process. No additional appropriation is required at this time.

VI. EXHIBITS

1. Z&K Construction Management & Inspection Original Agreement

2. Z&K Construction Management & Inspection Amendment 1

3. Z&K Construction Management & Inspection Proposed Amendment 2

Attachments
Exhibit 1. Z&K Construction Management & Inspection Original Agreement Exhibit 2. Z&K Construction Management & Inspection Amendment 1 Exhibit 3. Amendment No. 2 Z&K Consultants

AGREEMENT FOR CONTRACT SERVICES

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

THIS AGREEMENT io CONTRACT SERVICES (herein “Agreement”) is made and entered into this 22irdday of : 2028'by and between the CITY OF CARSON, a California municipal corporation (“City”) and Z & K CONSULTANTS, INC., a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

01007.0006 2060903.3

AMENDMENT NO.
2 TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT
N
O
.
2 TO THE AGREEMENT FOR CONTRACT

SERVICES

(
“Amendment

No. 2
”)
by and between the

CITY OF CARSON
, a California
municipal corporation

(“City”)
and
Z

K CONSULTANTS, INC
.
,
a California
c
orporation
(“Consultant”) is effective
as of
___ day of ___________
,

2025
.

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

referred to
as the “Parties.”

RECITALS

City and Consultant entered into that certain Agreement for Contract Services dated January 1, 2024 (“Agreement”), whereby Consultant agreed to perform on -
call
construction

manage
ment
, inspection and materials testing

services
, including in connect
ion

with City’s street
paving projects,

for a not
-
to
-
exceed Contract Sum of $
482,635
.00 for the Term
commencing

January 1, 2024
through

June 30, 2026, with two optional one

(
1 )

year extension periods

with
pricing for each extension term in Exhibit “C
.
”

City and Consultant
entered into an amendment to the

Agreement
dated
July 28
,
202
5 (“Amendment No. 1”)
, to
increase the Contract Sum by $
308,986
.00

thereby increasing the

not
-
to
-
exceed

Contract

Sum

from $
482,635
.00 to $
791,621
.00

because the City’s needs for
paving
on additional streets
expanded which in turn necessitate
d

increased work needed by Consultant
.

City and Consultant
now desire to amend the Agreement
to increase the Contract
Sum by $300,760.00 for the existing term of the Agreement through June 30, 2026 and exercise its first option to extend the Term to June 30, 2027 with an increase in total compensation of $200,037.00 (the full amount allowable unde
r the extension term) thereby bringing the total not
-
to
-
exceed Contract Sum from $791,621.00 to $1,292,418.00
to
allow Consultant to
continue
providing
construction

management
, inspection and materials testing
services

for increased work.

Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will no t be
required irrespective of the amount of the change order.

This Amendment 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.

01007.0006 2060903.3

2. Terms and Definitions.

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

3. C
ontract Changes
.

The Agreement is amended as provided herein (new text in bold italics

and deleted text in
strikethrough
).

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

“2.1

Contract Sum
.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C”

and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed

One Million

Seven

Two
Hundred

Ninety

Two

One

Thousand
Four

Six

Hundred

Eighteen

Twenty One

Dollars and Zero Cents ($
1,
292,418
.00

791,621
.00
)

(the “Contract Sum”), unless
additional compensation is approved pur
suant to Section 1.8.

In the event City
elects to exercise its option
s

to extend the Term pursuant to Section 3.4 hereof, the
Contract Sum will increase consistent with the additional not to exceed compensation applicable to
such

each

Extension Term, as set out in
Exhibit “C.”
”

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

commencing January 1, 2024 and expiring June 30, 202
7 6
, except as otherwise
provided in the Schedule of Performance (Exhibit “D”). The City may, at its sole discretion, elect to extend the term by
two

one
(
1 2
) additional one
-
year term
s

(
each,
an “Extension Term”). The pricing to be applied for
such

each

Extension Term is
listed in Exhibit “C.””

Section I of Exhibit “C” (Schedule of Compensation) is

hereby

amended

to
read in its entirety

as follows:

“The not to exceed compensation amounts are as follows:

January 1, 2024 through June 30, 2024:

$
94 ,250.00

July 1, 2024 through June 30, 2025:

$
279,336
.00

July 1, 2025 through June 30, 2026:

$
418,035
.00

$718,795.00

01007.0006 2060903.3

July 1, 2026 through June 30, 2027:

$
200,037
.00

Total:

$
791,621
.00

$
1,
2 92,
418
.00

July 1, 2026 through June 30, 2027:

$
200,037.00

extension period)

July 1, 2027 through June 30, 2028:

$
204,038
.00 (extension period)”

D
.

Section
I
V of Exhibit “C” (Schedule of Compensation) is
hereby
amended

to
read in its entirety

as follows:

“The total compensation for the Services shall not exceed $
1,
2 92,
4 1
8 .00

$
791,621
.00

as provided in Section 2.1 of this Agreement.”

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
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
,

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.

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. 2
.

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

01007.0006 2060903.3

(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 on
e and the same Amendment

No. 2
.

[SIGNATURES ON FOLLOWING PAGE]

01007.0006 2060903.3

IN WITNESS WHEREOF
, the
P
arties hereto have executed this
Amendment

No. 2

on
the date and year first
-
above written.

CITY
:

CITY OF CARSON, a municipal corporation

Lula Davis
-
Holmes, Mayor

ATTEST
:

Dr. Khaleah K. Bradshaw
, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney

[
pks
; rjl
]

CONSULTANT
:

Z & K CONSULTANTS, INC.,

a California
corporation

By:

Name:

Title:

By:

Name:

Title:

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
Tuesday, November 18, 2025, 5:00 PM
CONSENT 32. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 3 TO THE CONTRACT WITH JAKHER INC. FORON-CALL SUPPORT OF THE ANNUAL CITYWIDE PAVEMENT MAINTENANCE PROGRAM, EXTENDING THETERM THROUGH JUNE 30, 2026 (CITY COUNCIL) I. SUMMARY
In Fall 2023, the City launched its Annual Citywide Pavement Maintenance Program, an ongoing initiative aimed at improving the quality and safety of residential streets across all districts. To deliver the work eﬃciently, the City awarded four construction contracts (one per district) to two qualiﬁed pavement construction ﬁrms. Recognizing the size and complexity of the program, the City entered into a Contract Services Agreement with Jakher, Inc. in January 2024 to provide dedicated project management support for the pavement program. The original agreement authorized a not-to-exceed amount of $24,500 and a one-year term ending January 21, 2025.

As the program expanded and additional phases were initiated, staff determined that increased project management assistance was necessary to maintain schedules and coordinate multiple concurrent projects.

Amendment No. 1, executed in July 2024, increased the contract by $49,500 for a new total of $74,000. Both the original contract and ﬁrst amendment were executed under the City Manager’s authority in accordance with Carson Municipal Code (CMC) Article II, Chapter 6, Section 2604. With the start of Phases 5, 6, and 7 of the pavement program, staff again identiﬁed the need for continued on-call project management support. On September 17, 2024, the City Council approved Amendment No. 2, which increased the contract by $74,000 (for a total of $148,000) and extended the term through June 30, 2025. This additional support allowed the City to maintain eﬃciency and quality control during active construction across multiple districts.

As the City now prepares to embark on the next phase of residential street improvements, further project management assistance is required to ensure seamless coordination and timely completion of the work. Staff is therefore requesting Council approval of the proposed Amendment No. 3 (Exhibit 4) to the Contract Services Agreement with Jakher, Inc. The proposed amendment would increase the total contract amount to $235,375 and extend the term through June 30, 2026. This continuation of services will allow the City to maintain effective oversight and ensure the successful delivery of upcoming phases of the Annual Citywide Pavement Maintenance Program.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 3 to the Contract Services Agreement with Jahker Inc. to provide on-call professional services, by adding an additional $87,375 for a new total not-to-exceed contract amount of $235,375 and extending the term of the contract through June 30, 2026 (Exhibit 4); and,

2. AUTHORIZE the Mayor to execute Amendment No. 3 to the Contract Services Agreement with Jakher Inc., following approval as to form by the City Attorney.

III. ALTERNATIVES

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

IV. BACKGROUND
The City of Carson’s roadway network spans approximately 245 centerline miles and represents one of the community’s largest public assets. To assess and maintain this infrastructure, the City uses a Pavement Management Program (PMP), which evaluates every roadway segment and assigns a Pavement Condition Index (PCI), a standardized score that helps determine what type of pavement treatment or repair each street requires.

Based on data collected during 2021-2022, Carson’s overall pavement system was rated “Fair” with an average PCI score of 56. This rating underscores the ongoing need for roadway maintenance and rehabilitation to improve driving conditions and extend pavement life.

Historically, roadway improvements have been carried out by the Public Works Department’s Engineering Division through various Capital Improvement Program (CIP) projects. These projects not only rehabilitate pavement but also include associated infrastructure repairs such as curb and gutter replacement, drainage improvements, driveway reconstruction, and ADA-compliant curb ramp installations. On August 1, 2023, the City Council adopted Ordinance No. 23-2307, which amended Section 2612 of the Carson Municipal Code to broaden the deﬁnition of “maintenance work” for street resurfacing projects. The ordinance increased the allowable resurfacing depth from less than one inch (1") to up to two inches (2"), providing the City greater ﬂexibility to complete more substantial pavement improvements through maintenance contracts rather than the traditional design-bid-build method. This change allows the City to accelerate roadway rehabilitation efforts while maintaining cost eﬃciency.

Following this change, the Public Works Operations Division assumed responsibility for administering and overseeing the Annual Citywide Pavement Maintenance Program, which was developed under the direction of the Public Works Director. The program was established in alignment with the City Council’s initiative to make Carson a destination city and to promote sustainable and active modes of transportation. It also supports the City’s long- term preparations for hosting major international sporting events, including the 2028 Olympic and Paralympic Games, where Carson will serve as one of the designated host cities. To achieve these goals, the City Council awarded four annual pavement maintenance contracts in Fall 2023, covering each of the City’s four council districts. However, the accelerated pace and scale of this program have exceeded the capacity of existing City staff within the Operations and Maintenance Division to manage the number of concurrent projects effectively.

To meet this need, the City engaged Jakher, Inc. to provide project management services for the Citywide Pavement Maintenance Program. Similar to the City’s on-call construction management consultants for capital projects, Jakher, Inc. works closely with the Right-of-Way (ROW) Superintendent to ensure that designated streets are resurfaced eﬃciently, ADA requirements are met, and all work complies with City standards and speciﬁcations.

As the next phases of the program move forward, and with the recent resignation of the ROW Superintendent, a key position in the successful delivery of pavement rehabilitation projects, continued project management support from Jakher, Inc. is essential. Their involvement will help maintain oversight, coordination, and momentum while recruitment for this critical position is underway, ensuring there are no disruptions or delays in the City’s paving schedule.

Consequently, staff recommends that the City Council approve the proposed Amendment No. 3 to the Contract Services Agreement with Jakher, Inc., extending the contract term through June 30, 2026, and increasing the total contract amount to $235,375. This amendment will ensure that the next phases of the Annual Citywide Pavement Maintenance Program continue without interruption and that project delivery remains eﬃcient and well- coordinated.

V. FISCAL IMPACT
Approval of the proposed Amendment No. 3 will increase the Contract Services Agreement with Jakher, Inc. by $87,375, resulting in a new not-to-exceed total contract amount of $235,375. Funding for this amendment is available in the Fiscal Year 2025-26 Adopted Budget under the Asphalt Professional Services Account (No. 101-80- 840-281-6004). No additional appropriation is required.

VI. EXHIBITS

1. Jakher Inc. Original Agreement

2. Jakher Inc. Amendment No. 1

3. Jakher Inc. Amendment No. 2

4. Jakher Inc. Proposed Amendment No. 3

Attachments
Exhibit 1. Jakher Inc. Original Agreement
Exhibit 2. Jakher Inc. Amendment 1
Exhibit 3. Jakher Inc. Amendment 2
Exhibit 4. Jakher Inc. Amendment 3

01007.0006 2059011.3 11/3/2025
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 3”) by and between the City of Carson , a California municipal corporation (“City”) and Jakher Inc., a California corporation (“Consultant”) effective retroactive to June 30, 2025. City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

A. City and Con sultant entered into that certain Agr eement for Contractual Services dated January 22, 2024 (“Agreement”) whereby Con sultant agreed to provide on-call services including analysis of ADA deficiencies within the City, for a not to exceed Contract Sum of $24,500. The term of the Agreement was set to expire January 21, 2025.

B. Having severely underestimated the amount of work City needed Consultant to provide under the Agreement, the Parties entered into an amendment to the Agreement dated July 17, 2024 (“Amendment No. 1”) to increase the not to exceed contract sum by $49,500 to allow Consultant to provide City the on-call services, thereby increasing the Contract Sum to $74,000.

C. The Parties entered into another amendment to the Agreement dated September 17, 2024 (“Amendment No. 2”) to extend the Term to June 30, 2025 , and increase the not to exceed contract sum by $74,000 to allow Consultant to provide the on-call services, thereby increasing the Contract Sum to $148,000.

D. City and Consultant now desire to amend the Agreement to (i) extend the term from June 30, 2025 to June 30, 2026, and (ii) increase the not to exceed contract sum by another $87,375 to allow Consultant to continue to provide the on-call services to the City during the extended period, thereby increasing the Contract Sum to $235,375, effective retroactive to June 30, 2025.

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

F. This Amendment No. 3 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 hereby incorporated into this Amendment No. 3.

01007.0006 2059011.3 11/3/2025

2. Terms and Conditions. All words, terms and phrases used or referenced in this Amendment No 3, not expressly defined in this Amendment No. 3, shall have the same meaning ascribed to them in the Agreement.

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 . For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract am ount of One Two Hundred Forty Eight Thirty Five Thousand Three Hundred Seventy Five Dollars and Zero Cents ($235,375.00 148,000.00) (“Contract Sum”).”
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 no later than June 30, 20265, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”

4. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all provisions of the Agreement , as amended by Amendment No. 1 and Amendment No. 2, 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.

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 , 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 Amendment No. 1 and Amendment No. 2. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3, is currently an effective, valid, and binding obligation.

Consultant 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 Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no

01007.0006 2059011.3 11/3/2025
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. 3.

7. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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 the Agreement, as amended by Amendment No. 1, Amendment No. 2, and 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.

8. 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 FOLLOWING PAGE]

01007.0006 2059011.3 11/3/2025

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the date(s) and year written below effective retroactive to June 30, 2025.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor

, 2025
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

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

JAKHER INC., a California corporation

By:

Name: Amer Jakher
Title: CEO/Secretary

, 2025

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
Tuesday, November 18, 2025, 5:00 PM
CONSENT 33. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 7 TO A CONTRACT SERVICES AGREEMENT FORSTREET SWEEPING SERVICES WITH NATIONWIDE ENVIRONMENTAL SERVICES (C-08-001) TO APPROVEA DISPOSAL RATE INCREASE AND 3.42% ANNUAL CONSUMER PRICE INDEX COST OF LIVING RATEADJUSTMENT AND APPROVAL OF RESOLUTION NO. 25-126, “A RESOLUTION OF THE CITY OF CARSONCITY COUNCIL AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE SPECIAL REVENUE FUND" (CITYCOUNCIL) I. SUMMARY
On March 18, 2025, Nationwide Environmental Services (NES) submitted a request for two rate adjustments under its current Street Sweeping Services Agreement (Agreement) with the City (see Exhibit 1). The ﬁrst request is for a monthly Disposal Rate Adjustment (DRA) of $4,653.75, and the second is for a 3.42% annual Cost of Living Adjustment (COLA) based on the Consumer Price Index (CPI), totaling $3,356.10 per month. If approved, both increases would be applied retroactively to July 1, 2025, resulting in a combined monthly increase of $8,009.85.

The DRA request was submitted in accordance with Section 2.4 of the Agreement, which allows for extraordinary rate adjustments when supported by appropriate documentation and approved by the City Council. The CPI request was made under Section 2.3, which authorizes an annual cost-of-living adjustment based on CPI. Under this provision, the City Manager may approve CPI increases for two consecutive years, with the City Council approving the third-year adjustment. This report is for the third year (2025), therefore requiring City Council review and approval.

The proposed Seventh Amendment would increase the annual contract sum by incorporation of the requested CPI increase and DRA increase. The CPI increase will be funded through the Gas Tax Account, and the total increase of $96,118.21 has already been included in the Fiscal Year 2025-26 budget, bringing the adjusted contract total to $1,273,697.53 (see Exhibit 2). Additionally, the Seventh Amendment will authorize the City Manager to approve all future increases due to CPI and DRA adjustments.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 7 to a Contract Services Agreement with Nationwide Environmental Services, Inc., a division of Joe’s Sweeping, Inc., to provide street sweeping services with a disposal rate adjustment of $55,845 and annual Consumer Price Index rate adjustment of $40,273.21 for FY 2025-26, for a total amount of $96,118.21, thereby increasing the total annual contract sum under the Agreement to $1,273,697.53;

2. AUTHORIZE the Mayor to execute the same following approval as to form by the City Attorney; and,

3. WAIVE further reading and ADOPT Resolution No. 25-126, “A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE SPECIAL REVENUE FUND” (Exhibit 3).

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

IV. BACKGROUND
The City ﬁrst entered into an agreement with Nationwide Environmental Services (NES) in 2008 to provide citywide street sweeping services. The original agreement had a three-year term beginning July 1, 2008, and included options for renewal. Over the years, the agreement has been amended several times to extend the contract term, adjust compensation, and update provisions related to cost-of-living adjustments and rate increases. Below is a summary of the amendments:

First Amendment (February 1, 2011): Added sidewalk sweeping services, extended the agreement through June 30, 2018, and allowed for annual cost-of-living adjustments (CPI increases) subject to City Council approval.

Second Amendment (April 1, 2014): Further extended the term of the agreement.

Third Amendment (Effective July 1, 2019): Ratiﬁed and memorialized four prior CPI adjustments and approved a new CPI increase.

Fourth Amendment (Effective July 1, 2020): Approved a 2.96% CPI rate adjustment for FY 2020-21.

Fifth Amendment (Effective July 1, 2021): Approved a 1.5% CPI adjustment and a Disposal Rate Adjustment (DRA) increase of $4,836.25 per month, both effective July 1, 2021.

Sixth Amendment (Effective July 1, 2022): Approved a 6.6% CPI adjustment and modiﬁed the approval process so that the City Manager may approve CPI adjustments for two consecutive years, with City Council approval required every third year.

The City Manager approved two CPI increases in 2023 and 2024, the ﬁrst for a 7.45% increase and the second for a 3.48% inrease bringing the total annual contract amount to $1,177,579.32.

Proposed Seventh Amendment
On March 18, 2025, NES submitted a request for two rate adjustments; a 3.42% annual cost-of-living increase based on the Consumer Price Index (CPI), totaling $3,356.10 per month, and a monthly Disposal Rate Adjustment (DRA) of $4,653.75. Both requests are proposed to take effect retroactively to July 1, 2025. Under Section 2.3 of the Agreement, NES may request annual CPI-based rate adjustments in accordance with the Los Angeles-Anaheim- Riverside CPI, published by the U.S. Department of Labor, Bureau of Labor Statistics. Under Section 2.4, NES may also request extraordinary adjustments such as the DRA, subject to City Council approval and supporting documentation. Approval of the Seventh Amendment would: Implement the 3.42% CPI increase, consistent with the Bureau of Labor Statistics data (Exhibit 6); approve the DRA increase; adjust the total annual contract amount to $1,273,697.53; and, authorize the City Manager to approve all future increases due to CPI and DRA adjustments.

V. FISCAL IMPACT
The requested 3.42% Cost of Living Adjustment (CPI increase) and Disposal Rate Adjustment (DRA) will result in a total contract increase of $96,118.21. The CPI increase will be funded from the Gas Tax Account 212-80-840-281- 6004. The current annual contract amount for FY 2024-25 is $1,177,579.32. If the proposed increases are approved, the total annual allocation for FY 2025-26 would rise to $1,273,697.53. To implement this adjustment, a budget amendment is required to increase the FY 2025-26 special revenue fund allocation for the NES agreement by $96,118.21. Adoption of Resolution No. 25-126 will authorize this budget amendment.

VI. EXHIBITS

1. Nationwide Environmental Services’ Consumer Price Index Rate & Disposal Rate Adjustment Request dated March 18, 2025

2. Proposed Seventh Amendment to Contract Services Agreement to Provide Street Sweeping Services for the City of Carson, California

3. Resolution No. 25-126, “A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE SPECIAL REVENUE FUND”

4. Section 2.3 of Agreement

5. Section 2.4 of Agreement
. Consumer Price Index - 2025, All Urban Consumers, for the Los Angeles-Long Beach-Anaheim, CA as published by the United States Department of Labor, Bureau of Labor Statistics

Attachments
Exhibit No. 1-NES-CPI&DRI Request-2025.pdf
Exhibit No. 2-Amendment No. 7.pdf
Exhibit 3-Final-Resolution No. 25-126-NES-CPI Request-2025.pdf Exhibit No. 4 -NES Contract 2.3.pdf
Exhibit No. 5 -NES Contract 2.4.pdf
Exhibit No. 6-CPI-2025.pdf

01007.0006 2064561.1 1

SEVENTH AMENDMENT TO CONTRACT SERVICES AGREEMENT

TO PROVIDE STREET SWEEPING SERVICES

FOR THE CITY OF CARSON, CALIFORNIA

This SEVENTH AMENDMENT TO CONTRACT SERVICES AGREEMENT TO

PROVIDE STREET SWEEPING SERVICES FOR THE CITY OF CARSON, CALIFORNIA (“Seventh Amendment”) by and between the C ity of Carson, a California municipal corporation (“City”) and Nationwide Environmental Services, a division of Joe’s Sweeping, Inc., a California c orporation (“Contractor”), is effective retroactive to July 1, 2025.

City and Contractor may be referred to individually as “Party” or collectively as “Parties.”

RECITALS

A. City and Contractor entered into that certain “Contract Services Agreement” (“Agreement”) dated July 1, 2008, for street sweeping services within the City, which provided for an annual contract sum of $731,420.

B. City and Contractor entered into that certain “First Amendment to Contract Services Agreement” (“First Amendment”) dated February 1, 2011, for street sweeping servi ces within the City, which made amendments to the provisions of the Agreement relating to Scope of Services, CPI adjustments, Extraordinary Adjustments, Term, and Termination.

C. City and Contractor entered into that certain “Second Amendment to Contract Services Agreement” (“Second Amendment”) dated April 1, 2014, for street sweeping services within the City, which made amendments to the provisions of the Agreement, as amended by the First Amendment, relating to Scope of Services, Term, and Termination, and which amended the Contract Sum provisions of the Agreement to authorize an additional annual sum of $58,000 for sidewalk sweeping services; and

D. Section 2.3 (Future Adjustments) of the Agreement, as amended by the First Amendment, provides, “[e]ffective July 1, 2009, and on each July 1 thereafter, the compensation paid to the contractor may be adjusted annually to rates that are based upon changes in the Consumer Price Index (“CPI’”, All Urban Consumers for Los Angeles-Anaheim-Riverside Area, as published by the United States Department of Labor, Bureau of Labor Statistics. The Contractor shall submit to the City, each April, beginning in 2009, information in support of an annual adjustment. The information will include changes in the CPI that have occurred during the preceding calendar year. The City Manager or designee shall review the information submitted by Contractor and will refer the proposed adjustment to City Council for approval, in its reasonable judgment.”

E. Between the effective date of the Agreement and the end of 2018, five CPI increases requested by Contractor were approved for budgeting purposes by the City Council, and thereafter paid by the City, in the total amount of $72,958.44, as follows: (1) CPI increase of 2.2%, effective July 1, 2013; (2) CPI increase of 1.3%, eff ective July 1, 2015; (3) CPI increase of .91% effective July 1, 2016; (4) CPI increase of 1.89%, effective July 1, 2017; and ( 5) CPI increase of 2.79%, effective July 1, 2018. City and Contractor ratified the Prior CPI Increases by entering into that certain “Third Amendment to Contract Services Agreement” (“Third Amendment”) effective July 1, 2019. The Third Amendment also authorized a CPI Increase of 3.8% pursuant to request 01007.0006 2064561.1 2
submitted by Consultant on April 2, 2019, thereby increasing the contract sum by $32,770.32 (in addition to the $72,958.44 reflecting the previous CPI Increases) to $895,148.76.

F. On April 1, 2020, Contractor submitted a request to the City for a 2.96% cost of living increase pursuant to Section 2.3 of the Agreement, and the City approved of same, resulting in the parties entering into that certain “Fourth Amendment to Contract Services Agreement” (“Fourth Amendment”) effective July 1, 2020, thereby increasing the annual C ontract Sum by $26,496.64, for a total contract sum of $921,645.48.

G. Also by the Fourth Amendment , pursuant to Section 2.3 of the Agreement, the Parties increased the hourly rates specified in Section C.1(2) of Exhibit “C” of the Agreement, for additional street sweeping services requested by the Contract Officer and not otherwise specified in the Agreement, to reflect the cumulative effects of CPI, as such effects had been identified and determined, with respect to the annual contract sum, by the aforementioned CPI increases.

H. On July 1, 2021, the parties entered into that certain “Fifth Amendment to Contract Services Agreement” (“Fifth Amendment”) increasing the annual Contract Sum to $993,505.16.

This increase was the result of Consultant’s submittal of a request for a monthly Disposal Rate Adjustment (“DRA”) increase of $4,836.25 to be effective July 1, 2021 and an annual cost of living increase per the CPI, in the amount of $1,152.06 per month, equaling 1.5% of the contract sum, which when combined increased the total amount of the contract sum by $5,988.31 per month. The DRA and CPI increases were made pursuant to Sections 2.4 and 2.3, respectively, of the Agreement.

I. On July 1, 2022, the parties entered into that certain “Sixth Amendment to Contract Services Agreement” (“Sixth Amendment”) to incorporate a 6.6% cost of living increase pursuant to Section 2.3 of the Agreement (equivalent to an annual contract sum increas e of $65,571.34), effective July 1, 2022, resulting in an increase of $65,571.34 to the contract sum per annum thereby increasing the annual contract sum from $993,505.17 to $1,059,076.50. The Sixth Amendment also authorizes the City Manager to approve CPI increases (if any) granted pursuant to Section 2.3 of the Agreement two out of every three years, with City Council approval being required only every third year (starting with the City Council approval granted pursuant to the Sixth Amendment effective July 1, 2022), rather than requiring City Council approval for the CPI increase (if any) granted each year as was the case prior to the Sixth Amendment, in order to conserve City resources associated with presenting such regular CPI increases to the City Council for its consideration each year.

J. On April 4, 2023, Contractor submitted a request to the City for a 7.45% cost of living increase pursuant to Section 2.3 of the Agreement (equivalent to an annual contract sum increase of $78,901.20), effective July 1, 2023.

K. The City Manager reviewed the request and supporting documentation submitted by the Contractor, and determined that the requested 7.45% CPI increase is accurate and appropriate pursuant to Section 2.3 of the Agreement, and based thereon, on September 21, 2023, approved the same, resulting in an increase of $78,901.20 to the contract sum per annum thereby increasing the annual contract sum from $1,059,076.50 to $1,137,977.70.

01007.0006 2064561.1 3
L. On April 3, 2024, Contractor submitted a request to the City for a 3.48% cost of living increase pursuant to Section 2.3 of the Agreement (equivalent to an annual contract sum increase of $39,601.62), effective July 1, 2024.

M. The City Manager reviewed the request and supporting documentation submitted by the Contractor, and determined that the requested 3.48% CPI increase is accurate and appropriate pursuant to Section 2.3 of the Agreement, and based thereon, on July 9, 2024, approved the same, resulting in an increase of $39,601.62 to the contract sum per annum thereby increasing the annual contract sum from $1,137,977.70 to $1,177,579.32.

N. Section 2.4 (“Extraordinary Adjustments”) of the Agreement provides as follows, in part: “… the Contractor or the City may request an adjustment to the compensation paid to the Contractor at times other than those specified in Section 2.3, based upon unusual changes in the cost of providing service under this agreement. The Contractor may request only one such adjustment during any rate year. Unusual changes may include changes in components of the disposal rate, changes in the disposal site requested by the City, changes in state or local government solid waste fees and charges, and changes in the law. The changes do not include inaccurate estimates by the Contractor of its proposed cost of operations. For each request, the Contractor must prepare a schedule documenting the extraordinary costs. The request shall be prepared in a form acceptable to the City with support for all assumptions made by the Contractor in preparing the estimate. The City shall review the Contractor’s request and, in the City’s reasonable judgment, make the final determination on the appropriate amount of the adjustment, if any.”

O. On March 18, 2025, Contractor submitted (1) a request to the City for a 3.42% cost of living increase pursuant to Section 2.3 of the Agreement (equivalent to an annual contract sum increase of $40,273.21), effective July 1, 2025; and (2) a request for a monthly rate adjustment of $4,653.75 pursuant to Section 2.4 of the Agreement based on asserted extraordinary costs resulting from an increase of 42% since the last adjustment in 2021 in the rate s charged by third parties to Contractor for disposal of street sweeping debris pursuant to the Agreement, effective July 1, 2025.

P. The City has reviewed the request and supporting documentation submitted by the Contractor, and has determined as follows: (1) the requested 3.42% CPI increase is accurate and appropriate pursuant to Section 2.3 of the Agreement, and the City sees fit to a pprove of same, resulting in an increase of $40,273.21 to the contract sum per annum; and (2) the requested increase pursuant to Section 2.4 of the Agreement is appropriate, as the City’s determination after review of the supporting documentation submitted by Contractor is that the entirety of the aforementioned 42% increase in disposal rates is attributable to unusual or extraordinary causes rather than to inflation, cost of living, usual market forces, or other usual or ordinary causes or changes, and the City therefore sees fit to approve of same, resulting in an increase of $55,845 to the contract sum per annum. Adding the two adjustments together results in a total increase of $96,118.21 to the per annum contract sum, thereby increasing the per annum contract sum from $1,177,579.32 to $1,273,697.53.

Q. Based on the foregoing, t he City and Contractor now wish to further amend the Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and Sixth Amendment (collectively, “Prior Amendments”), through this Seventh Amendment to incorporate the 3.42% CPI increase and disposal rate increase, effective retroactive to July 1, 2025.
01007.0006 2064561.1 4
R. The City Council now also seeks to delegate its authority to approve CPI increases under Section 2.3 of the Agreement every third year to the City Manager such that the City Manager will possess the authority to approve increases each year (rather than two of every three years), and the City Council also seeks to delegate its authority to approve compensation adjustments under Section 2.4 of the Agreement to the City Manager.

TERMS

1. Recitals. The Recitals set forth above are hereby incorporated into this Seventh Amendment by this reference, as though fully set forth herein.

2. 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 hereby amended to read in its entirety as follows:

“2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of One Million Two One Hundred Seventy Three Seven Thousand Six Five Hundred Seventy Nine Ninety Seven Dollars and Thirty Two Fifty Three Cents ( $1,273,697.53 1,177,579.32) (“Contract Sum”) per annum, except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of services, (iii) payment for time and materials ba sed upon the Contractor’s rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contr actor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings.”

B. Section 2.3 (Future Adjustments) of the Agreement is hereby amended to read in its entirety as follows:

“2.3 Future Adjustments.

Effective July 1, 2009, and on each July 1 thereafter, the compensation paid to the Contractor may be adjusted annually to rates that are based upon changes in the Consumer Price Index (“CPI”), All Urban Consumers for Los Angeles -Anaheim- Riverside Area, as published by the United States Department of Labor, Bureau of Labor Statistics. The Contractor shall submit to the City, each April, beginning in April 2009, information in support of an annu al adjustment. This information will include changes in the CPI that have occurred during the preceding calendar year.

The City Manager or designee shall review the information submitted by 01007.0006 2064561.1 5
Contractor. and will refer the proposed adjustment to City Council for approval, in its reasonable judgment. Notwithstanding the preceding sentence, c Commencing July 1, 2025from the CPI increase which takes effect pursuant to this Section on July 1, 2022, City Council approval shall be required only every third year for any CPI increases granted pursuant to this Section, and the City Manager shall have authority to approve all CPI increases, in his or her reasonable judgment , and no formal amendment to the Agreement will be needed in order to effectuate such CPI increases., the increases for the years in between the years for which City Council approval is required. To illustrate, given that City Council approval was given for the CPI increase granted pursuant to this Section which took effect July 1, 2022, the City Manager shall have approval authority for the increases (if any) pursuant to this Section which take effect on July 1, 2023, and on July 1, 2024, then City Council approval (in its reasonable judgment) will be required for the increase (if any) pursuant to this Section which takes effect on July 1, 2025, and so on, repeating the cycle for the subsequent years during which this Agreement remains in effect.”

C. Section 2.4 (Extraordinary Adjustments) of the Agreement is hereby amended to read in its entirety as follows:

“2.4 Extraordinary Adjustments.

There shall be no Contractor entitlement to any Extraordinary Adjustments for Fiscal Years 2011/12 and 2012/13. Thereafter, the Contractor or the City may request an adjustment to the compensation paid to the Contractor at times other than those specified in Section 2.3, based upon unusual changes in the cost of providing service under this agreement. The Contractor may request only one such adjustment during any rate year. Unusual changes may include changes in components of the disposal rate, changes in the disposal site requested by the City, changes in state or local government solid waste fees and charges, and changes in the law. These changes do not include inaccurate estimates by the Contractor of its proposed cost of operations. For each request, the Contractor must prepare a schedule documenting the extraordinary costs. The request shall be prepared in a form acceptable to the City with support for all assumptions made by the Contractor in preparing the estimate. The City Manager shall review the Con tractor’s request and, in the City Manager ’s reasonable judgment, he or she shall make the final determination on the appropriate amount of the adjustment, if any, and no formal amendment to the Agreement will be needed in order to effectuate such adjustments.”

D. Section C.1 of Exhibit “C” (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:

“C.1. For the services required herein, the Contractor shall be paid the following as the Contract Sum:

1. The annual sum of One Million Ninety Five One Hundred Thirty Three Thousand Six One Hundred Seventy Seven Fifty Dollars and Ninety Four Thirteen Cents ($1,133,150.12 1,095,677.94) in twelve (12) monthly installments at the time 01007.0006 2064561.1 6
specified in this Agreement. The Contract Sum shall be adjusted annually, in accordance with section 2.0 Compensation of this Agreement.”

2. Any additional street sweeping services requested by the Contract Officer and not otherwise specified in the Agreement shall be performed by the Contractor at one of the following rates $138.20 $133.63 per hour per sweeper, $44.50 $43.03 per curb mile. The City shall maintain sole discretion in selecting which rate shall apply when additional services are employed. These hourly or curb mile rates shall be adjusted on the anniversary of the Commencement Date in the manner set forth in this Agreement. The hourly rate shall apply whenever special services are requested by the Contract officer. The mileage rate shall apply to any new streets added or deleted from the sweeping schedule.

3. The additional annual sum of Eighty Four One Thousand Nine Seven Hundred One Two Dollars and Forty Three Cents ( $84,702.43 81,901.40) for sidewalk sweeping services payable in twelve (12) monthly installments at the time specified in the Agreement. Such sum shall be adjusted annually, in accordance with Section 2.0 Compensation of this Agreement.”

3. Continuing Effect of Agreement. Except as expressly amended by this Seventh Amendment in Section 1 above and the Prior Amendments , all other terms, conditions and provisions of the Agreement shall remain unchanged and are in full force and effect. From and after the date of this Seventh Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Seventh Amendment and Prior Amendments.

4. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement and Prior Amendments. 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 the Prior Amendments. Each party represents and warrants to the other tha t the Agreement, as amended by the Prior Amendments, is currently effect ive, valid, and binding obligation.

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

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

01007.0006 2064561.1 7

6. Authority. The persons executing this Seventh 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 Seventh Amendment on behalf of said party, (iii) by so executing this Seventh Amendment, such party is formally bound to the provisions of this Seventh Amendment, and (iv) the entering into this Seventh Amendment does not violate any provision of any other agreement to which said party is bound.

7. Counterparts. This Seventh 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 Seventh Amendment.

[SIGNATURES ON FOLLOWING PAGE]

01007.0006 2064561.1 8
IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment on the date(s) and year written below effective retroactive to July 1, 2025.

CITY:

CITY OF CARSON, a municipal corporation

____________________________________
Lula Davis-Homes, Mayor
________________, 2025

ATTEST:

______________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

______________________________
Sunny K. Soltani, City Attorney
[pks; rjl]
CONTRACTOR:

NATIONWIDE ENVIRONMENTAL SERVICES,
a division of Joe’s Sweeping, Inc., a California
Corporation

By: ____________________________________
Name: Ani Samuelian
Title: President

By: ___________________________________
Name: Suzy Samuelian
Title: Secretary

________________, 2025

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

RESOLUTION NO. 25-126

A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE SPECIAL REVENUE FUND
WHEREAS, the City Council adopted the Fiscal Year 2025-26 (FY25-26) budget on June 17, 2025 for the General Fund and Special Revenue Funds of the City via Resolution No. 25-076; and

WHEREAS, the City Council desires to amend the FY2025-26 budget; and

WHEREAS, the City Council has determined it necessary to amend the FY2025-26 Special Revenue Fund budget.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON DOES HEREBY RESOLVE, FIND, DETERMINE, AND ORDER AS FOLLOWS:

Section 1. The following amendment(s) will be made to the City’s FY2025-26 budget.

Increase/(Decrease)
212-80-840-281-6004 Professional Services $96,118.20

Section 2. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY 2025-26 budget on file, and effective as of November 5, 2025, the same shall be in force and effect.

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

APPROVED AS TO FORM: CITY OF CARSON:

Sunny K. Soltani, City Attorney Lula Davis Holmes, Mayor

ATTEST:

Dr.Khaleah K. Bradshaw, City Clerk

Exhibit 3

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )
I, Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-126 adopted by the City of Carson City Council at its meeting held on November 5, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

City Clerk, Dr. Khaleah K. Bradshaw

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, November 18, 2025, 5:00 PM
CONSENT 34. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 2 TO THE CONTRACT SERVICES AGREEMENTWITH Z&K CONSULTANTS, INC. TO PROVIDE ON-CALL PROFESSIONAL PROJECT MANAGEMENTSERVICES TO THE PUBLIC WORKS DEPARTMENT (CITY COUNCIL) I. SUMMARY
The Public Works Department is responsible for delivering the City’s Capital Improvement Program (CIP) and managing the Annual Citywide Pavement Maintenance Program, both of which are essential to maintaining and improving Carson’s public infrastructure. These programs include the design, construction, and oversight of projects such as roadway improvements, facility upgrades, storm drain repairs, and other community enhancements.

To help ensure that projects are delivered on time and within budget, the City supplements its internal staﬃng resources with professional Project Management services. In November 2023, the City Council approved a 30- month Contract Services Agreement with Z&K Consultants, Inc. (Z&K) for an amount not to exceed $615,776 to provide project management support for the City’s CIP and pavement programs. The City also maintains a separate on-call contract with Z&K for Construction Management Services, which is separate and unrelated to the scope of services outlined in this agreement. As the City entered later phases of the Citywide Pavement Maintenance Program and began implementation of high-priority projects, such as the Emergency Operations Center (EOC), staff requested and Council approved Amendment No. 1 to the agreement. The amendment increased the contract by $93,200, resulting in a total contract amount of $708,976. Since that time, the number of large-scale and complex capital projects has continued to grow, with many now in the construction phase. The current volume of active projects exceeds the capacity of City staff to provide the necessary oversight and coordination. As a result, Z&K has become an integral partner in providing project management and inspection support to ensure that critical City projects remain on schedule, are constructed to standard, and are completed eﬃciently.

With new pavement program phases scheduled for the current ﬁscal year and several major CIP projects moving forward simultaneously, additional project management resources are required to maintain progress and prevent schedule delays. Consequently, staff recommends that the City Council approve Amendment No. 2 to the Project Management Agreement with Z&K Consultants, Inc., increasing the contract by $405,220 for a new total not-to- exceed contract amount of $1,114,196, and extending the term through June 30, 2027. This proposed amendment will ensure the Public Works Department maintains suﬃcient capacity to deliver projects effectively and continue improving the City’s infrastructure in a timely and coordinated manner.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 2 to the Contract Services Agreement with Z & K Consultants to provide on-call Project Management Professional Services, increasing the contract sum by $405,220 for a total contract sum of $1,114,196 and extending the term until June 30, 2027; and,

2. AUTHORIZE the Mayor to execute Amendment No. 2 to the agreement with Z & K Consultants to provide on- call Project Management Professional Services following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE Amendment No. 2 to the Contract Services Agreement with Z&K Consultants to provide on-call Project Management Professional Services.

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

IV. BACKGROUND
The City Council approved the Fiscal Year 2025-2030 Five-Year Capital Improvement Program (CIP) on June 17, 2025. The updated CIP reﬂects a notable increase in both the number and complexity of capital projects compared to previous ﬁve-year plans. In addition, the Annual Citywide Pavement Maintenance Program will continue advancing through its scheduled phases each year to improve the condition and safety of residential streets throughout the community. As the City continues to implement an expanding portfolio of capital and maintenance projects, there is a growing need for on-call project management support to ensure that projects are delivered eﬃciently, cost-effectively, and in compliance with City standards.

In 2023, the Public Works Department issued Request for Qualiﬁcations (RFQ No. 23-001Q) seeking qualiﬁed on- call project management consulting ﬁrms to provide professional services for a wide range of capital projects and citywide maintenance programs. Following a competitive selection process, Z&K Consultants, Inc. (Z&K) was one of four ﬁrms awarded agreements by the City Council on November 21, 2023. The original contract with Z&K authorized a not-to-exceed amount of $615,776 for a 30-month term ending June 30, 2026, with two additional one- year extension options.

As the City progressed into the later phases of the Citywide Pavement Maintenance Program, staff requested and Council approved Amendment No. 1 to the agreement to provide additional support for managing residential street improvement projects. This amendment increased the contract by $93,200, resulting in a new total contract amount of $708,976. Since the initial award, Z&K has provided valuable project management services on several major City initiatives, including the Emergency Operations Center (EOC), the Citywide Fiber Project, and multiple phases of the Citywide Pavement Program. With additional pavement program phases scheduled for the current ﬁscal year and several large-scale public works projects either beginning or continuing construction, Z&K’s continued support has become essential to maintaining project schedules and ensuring consistent quality and oversight.

Consequently, staff recommends that the City Council approve the proposed Amendment No. 2 to the Project Management and Inspection Services Agreement with Z&K Consultants, Inc., increasing the contract by $405,220 for a new total not-to-exceed amount of $1,114,196, and extending the contract term through June 30, 2027. This amendment will ensure that the Public Works Department retains the professional resources necessary to manage the City’s growing number of capital improvement projects and pavement program phases eﬃciently, maintaining momentum on infrastructure improvements citywide.

V. FISCAL IMPACT
If Amendment No. 2 is approved, the Contract Services Agreement with Z&K Consultants, Inc. for Project Management Professional Services will be increased by $405,220, resulting in a new not-to-exceed total contract amount of $1,114,196. Of the total amendment amount, $150,000 will be utilized during the current Fiscal Year 2025-26, with funding available in the adopted budget under Engineering Professional Services Account No. 101- 80-820-100-6004. The remaining $255,220 will be incorporated into the Fiscal Year 2026-27 budget as part of the City’s annual budget process. No additional appropriation is required at this time.

VI. EXHIBITS

1. Z&K Project Management Original Agreement

2. Z&K Project Management Amendment 1

3. Z&K Project Management Proposed Amendment 2

Attachments
Exhibit 1. Z&K Project Management Original Agreement
Exhibit 2. Z&K Project Management Amendment 1
Exhibit 3. Z&K Amendment No. 2

01007.0006 2060721.3

AMENDMENT NO.
2 TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT
N
O
.
2 TO THE AGREEMENT FOR CONTRACT

SERVICES

(
“Amendment

No. 2
”)
by and between the

CITY OF CARSON
, a California
municipal corporation

(“City”)
and
Z

K CONSULTANTS, INC
.
,
a California
c
orporation
(“Consultant”) is effective
as of
___ day of ___________
,

2025
.

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

referred to
as the “Parties.”

RECITALS

City and Consultant entered into that certain Agreement for Contract Services dated January 1, 2024 (“Agreement”), whereby Consultant agreed to perform on -
call project
manage
ment

services for a not
-
to
-
exceed Contract Sum of $615,776.00 for the Term
commencing

January 1, 2024
through

June 30, 2026, with two optional one

(
1 )

year extension periods

with
pricing for each extension term in Exhibit “C.”

City and Consultant
entered into an amendment to the

Agreement
dated
July 28
,
202
5 (“Amendment No. 1”)
, to
increase the Contract Sum by $93,200.00

thereby increasing the

not
-
to
-
exceed

Contract Sum

from $615,776.00 to $708,976.00

because the City’s needs for project
management services expanded which in turn necessitate
d

increased work needed by Consultant
.

City and Consultant now desire to amend the Agreement to

increase the Contract
Sum by $150,000
.0
0 for the existing term of the Agreement through June 30, 2026 and exercise its first option to extend the Term to June 30, 2027
with an

increase
in

total compensation
of

$255,220
.00

(the full amount allowable under the extension term) thereby bringing the total

not
-
to
-
exceed

Contract Sum from $708,976.00 to $1,114,196.00 to allow Consultant to continue providing project management services.

Carson City CouncilNovember 18, 2025

Carson City Council
November 18, 2025