Agenda packet — Carson City Council, December 2, 2025 (part 3 of 4)

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

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COMMERCIAL AUTO
Any "employee" of yours is an "insured" while us-
ing a covered "auto" you don't own, hire or borrow
in your business or your personal affairs.
. SUPPLEMENTARY PAYMENTS 4 INCREASED
LIMITS

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

2. The following replaces Paragraph A.2.a.(4) of

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

TRAILERS 4 INCREASED LOAD CAPACITY
The following replaces Paragraph C.1. of SEC-
TION | 4 COVERED AUTOS:

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

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

Hired Auto Physical Damage Coverage
If hired "autos" are covered "autos" for Covered
Autos Liability Coverage but not covered "autos"
for Physical Damage Coverage, and this policy
also provides Physical Damage Coverage for an
owned "auto", then the Physical Damage Cover-
age is extended to "autos" that you hire, rent or
borrow subject to the following:
(1) The most we will pay for "loss" to any one
"auto" that you hire, rent or borrow is the
lesser of:
(a) $50,000;
(b) The actual cash value of the damaged or
stolen property as of the time of the
"loss"; or
(c) The cost of repairing or replacing the
damaged or stolen property with other
property of like kind and quality.
© 2015 The Travelers Indemnity Company. All rights reserved. (2) An adjustment for depreciation and physical
condition will be made in determining actual
cash value in the event of a total "loss".
(3) If a repair or replacement results in better
than like kind or quality, we will not pay for the
amount of betterment.
(4) A deductible equal to the highest Physical
Damage deductible applicable to any owned
covered "auto".
(5) This Coverage Extension does not apply to:
(a) Any "auto" that is hired, rented or bor-
rowed with a driver; or
(b) Any "auto" that is hired, rented or bor-
rowed from your "employee".
. PHYSICAL DAMAGE 4- TRANSPORTATION
EXPENSES 4 INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION Ill 4 PHYSICAL DAMAGE COVER-
AGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.
. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT 4 INCREASED LIMIT
Paragraph C.1.b. of SECTION IIl 4 PHYSICAL
DAMAGE COVERAGE is deleted.

WAIVER OF DEDUCTIBLE 4 GLASS
The following is added to Paragraph D., Deducti-
ble, of SECTION Ill 4 PHYSICAL DAMAGE
COVERAGE:

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

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

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

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

No deductibles apply to Personal Property cover-
age.

CA T4 20 02 15
Includes copyrighted material of Insurance Services Office, Inc. with its permission.

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

CA T4 20 02 15
Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that in-
flate due to a cause other than a cause of <loss=
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.

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

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

Auto Loan Lease Gap Coverage for Private
Passenger Type Vehicles
In the event of a total "loss" to a covered "auto" of
the private passenger type shown in the Schedule
or Declarations for which Physical Damage Cov-
erage is provided, we will pay any unpaid amount
due on the lease or loan for such covered "auto"
less the following:
(1) The amount paid under the Physical Damage
Coverage Section of the policy for that "auto";
and
© 2015 The Travelers Indemnity Company. All rights reserved.

COMMERCIAL AUTO
(2) Any:
(a) Overdue lease or loan payments at the
time of the "loss";
(b) Financial penalties imposed under a
lease for excessive use, abnormal wear
and tear or high mileage;
(c) Security deposits not returned by the les-
Sor;
(d) Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or
lease; and
(e) Carry-over balances from previous loans
or leases.

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV 4 BUSINESS AUTO CONDI-
TIONS:

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex-
tent required of you by a written contract exe-
cuted prior to any "accident" or "loss", pro-
vided that the "accident" or "loss" arises out of
the operations contemplated by such con-
tract. The waiver applies only to the person or
organization designated in such contract.

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

UMBRELLA

EXCESS FOLLOW-FORM AND UMBRELLA

LIABILITY INSURANCE
THIS POLICY, INPART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE.

COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE.

COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN

FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE

EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE,

PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY.

PLEASE READ THE ENTIRE POLICY CAREFULLY.

Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance.

The word "insured" means any person or organization qualifying as such under SECTION II 4 WHO IS AN INSURED.

Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI 4 DEFINITIONS.

SECTION I 4 COVERAGES provisions to the contrary contained in this A. COVERAGE A 4 EXCESS FOLLOW-FORM insurance.

LIABILITY 3. The amount we will pay for damages is limited . . as described in SECTION III 4 LIMITS OF

1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying limit", that the insured becomes legally 4. For the purposes of Paragraph 1. above:
obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, provided for the policies of "underlying insurance" that the "underlying insurance" would apply to in the Schedule Of Underlying Insurance such damages but for the exhaustion of its will be considered to be reduced or applicable limits of insurance. If a sublimit is exhausted only by the following specified in any "underlying insurance", payments:

Coverage A of this insurance applies to (1) Payments of judgments or damages that are in excess of that sublimit only settlements for damages that are if such sublimit is shown for that "underlying covered by that "underlying insurance" in the Schedule Of Underlying insurance". However, if such Insurance. "underlying insurance" has a policy
, ; ; period which differs from the policy

2. Coverage A of this insurance is subject to the period of this Excess Follow-Form same terms, _conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess Follow-Form And Umbrella Liability
EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22

UMBRELLA
Insurance because of its different policy
period will not reduce or exhaust the
applicable limit of insurance stated for
such "underlying insurance";
(2) Payments of "medical expenses" that
are covered by that "underlying
date provision, the retroactive date for
Coverage A of this insurance is the same as
the retroactive date of that "underlying
insurance".

B. COVERAGE B 4 UMBRELLA LIABILITY
insurance" and are incurred for "bodily 1. We will pay on behalf of the insured those injury" caused by an accident that takes sums in excess of the "self-insured retention" place during the policy period of this that the insured becomes legally obligated to Excess Follow-Form And Umbrella pay as damages because of "bodily injury", ability Insurances at "property damage", <personal injury= or : "advertising injury" to which Coverage B of
(3) Payments of defense expenses that this insurance applies. are 8covered by Wak <underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying . "bodil ge or <pro d 7 si if:
insurance" includes such payments odily Injury= or "property damage" only It. within the limits of insurance. However, a. The "bodily injury" or "property damage" is if such "underlying insurance" has a caused by an <occurrence= that takes policy period which differs from the place anywhere in the world; policy period of this Excess Follow- b. The "bodily injury" or "property damage" Form And Umbrella Liability Insurance, occurs during the policy period; and any such payments for defense c. Prior to the policy period, no insured listed expenses that would not be covered by under Paragraph 1. in Paragraph B., this Excess Follow-Form And Umbrella COVERAGE B _ UMBRELLA Liability Insurance because of its LIABILITY, of SECTION II 4 WHO IS AN different policy period will not reduce or INSURED 8and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had
If the applicable limit of insurance stated for occurred, in whole or in part. If such a the policies of "underlying insurance" in the listed insured or authorized "employee" Schedule Of Underlying Insurance is knew, prior to the policy period, that the actually reduced or exhausted by other "bodily injury" or "property damage" payments, Coverage A of this insurance is occurred, in whole or in part, then any not invalidated. However, in the event of a continuation, change or resumption of loss, we will pay only to the extent that we such "bodily injury" or "property damage" would have paid had such limit not been during or after the policy period will be actually reduced or exhausted by such deemed to have been known prior to the other payments. policy period.

If any "underlying insurance" has a limit of 3. Coverage B of this insurance applies to insurance greater than the amount shown "personal injury" or "advertising injury" caused for that insurance in the Schedule of by an offense arising out of your business, but Underlying Insurance, this insurance will only if the offense was committed during the apply in excess of that greater amount. If policy period anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited ievenee, ipior ta any reductiam OF as described in SECTION Ill 4 LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses ao.

5. "Bodily injury" or "property damage": described in Paragraph a. above, that is less than the amount shown for that
insurance in the Schedule Of Underlying
Insurance, this insurance will apply in
excess of the amount shown for such
insurance in the Schedule Of Underlying
Insurance.
a. Which occurs during the policy period; and
b. Which was not prior to, but was during, the
policy period known to have occurred by
any insured listed under Paragraph 1. in
Paragraph B., COVERAGE B -
UMBRELLA LIABILITY of SECTION II 4
WHO IS AN INSURED, or any "employee" 5. When the "underlying insurance" applies on a claims-made basis and includes a retroactive authorized by you to give notice of an "occurrence" or claim;
EU 00 01 07 16 Page 2 of 22 © 2016 The Travelers Indemnity Company. All rights reserved.

C. COVERAGE C -
includes any continuation, change9 or
resumption of the "bodily injury" or "property
damage" after the end of the policy period.
"Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B 4 UMBRELLA LIABILITY, of
SECTION II 4 WHO IS AN INSURED or any
"employee" authorized by you to give or receive
notice of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily injury"
or "property damage" to us or any other
insurer;
b. Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
c. Becomes aware by any other means that
the "bodily injury" or "property damage" has
occurred or has begun to occur.

Damages because of "bodily injury" include
damages claimed by any person. or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

Coverage B of this insurance does not apply to
damages covered by any <underlying
insurance" or that would have been covered by
any "underlying insurance" but for the
exhaustion of its applicable limit of insurance.

CRISIS MANAGEMENT

SERVICE EXPENSES

1. EU 00 01 07 16
We will reimburse the insured, or pay on the
insured's behalf, "crisis management service
expenses" to which Coverage C applies.

Coverage C of this insurance applies to "crisis
management service expenses" that:
a. Arise out of a "crisis management event"
that first commences during the policy
period;
b. Are incurred by the insured, after a "crisis
management event" first commences and
before such event ends; and
c. Are submitted to us within 180 days after
the "crisis management advisor" advises
you that the "crisis management event" no
longer exists.

A "crisis management event" will be deemed to:
a. First commence at the time when any
"executive officer" first becomes aware of
an "event" or "occurrence" that leads to that
"crisis management event"; and
b. End when we decide that the crisis no
longer exists or when the = Crisis
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA
Management Service Expenses Limit has
been exhausted, whichever occurs first.

4. The amount we will pay for "crisis
management service expenses" is limited as
described in SECTION Ill 4 LIMITS OF
INSURANCE.

5. A "self-insured retention" does not apply to
"crisis management service expenses".

6. Any payment of "crisis management service
expenses" that we make will not be
determinative of our obligations under this
insurance with respect to any claim or "suit" or
create any duty to defend or indemnify any
insured for any claim or "suit".

D. DEFENSE AND SUPPLEMENTARY PAYMENTS

1. We will have the right and duty to defend the
insured:
a. Under Coverage A, against a "suit"
seeking damages to which such coverage
applies, if:
(1) The "applicable underlying limit" is the
applicable limit of insurance stated for
a policy of "underlying insurance= in
the Schedule Of Underlying
Insurance and such limit has been
exhausted solely due to payments as
permitted in Paragraphs 4.a.(1), (2)
and (3) of COVERAGE A 4- EXCESS
FOLLOW-FORM LIABILITY of
SECTION | 4 COVERAGES; or
(2) The <applicable underlying limit" is the
applicable limit of any "other
insurance" and such limit has been
exhausted by payments of judgments,
settlements or medical expenses, or
related costs or expenses (if such
costs or expenses reduce such
limits).

For any "suit" for which we have the right
and duty to defend the insured under
Coverage A, defense expenses will be
within the limits of insurance of this policy
when such expenses are within the limits
of insurance of the applicable "underlying
insurance"; or
b. Under Coverage B, against a "suit"
seeking damages to which such coverage
applies.

2. We have no duty to defend any insured
against any "suit":
a. Seeking damages to which this insurance
does not apply; or
b. If any other insurer has a duty to defend.

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UMBRELLA

3. When we have the duty to defend, we may, at
our discretion, investigate and settle any claim
or "suit". In all other cases, we may, at our
discretion, participate in the investigation,
defense and settlement of any claim or "suit" for
damages to which this insurance may apply. If
we exercise such right to participate, all
expenses we incur in doing so will not reduce
the applicable limits of insurance.

Our duty to defend ends when we have used up
the applicable limit of insurance in the payment
of judgments or settlements, or defense
expenses if such expenses are within the limits
of insurance of this policy.

We will pay, with respect to a claim we
investigate or settle, or "suit" against an insured
we defend:
a. All expenses we incur.
b. The cost of:
(1) Bail bonds required because of
accidents or traffic law violations arising
out of the use of any vehicle to which
this insurance applies; or
(2) Appeal bonds and bonds to release
attachments;
but only for bond amounts within the
applicable limit of insurance. We do not
have to furnish these bonds.
c. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of such claim or
"suit", including actual loss of earnings up
to $1,000 a day because of time off from
work,
d. All court costs taxed against the insured in
the "suit". However, these payments do not
include attorneys' fees or attorneys9
expenses taxed against the insured.
e. Prejudgment interest awarded against the
insured on that part of the judgment we
pay. If we make an offer to pay the
applicable limit of insurance, we will not pay
any prejudgment interest based on that
period of time after the offer.
f. All interest that accrues on the full amount
of any judgment after entry of the judgment
and before we have paid, offered to pay or
deposited in court the part of the judgment
that is within the applicable limit of
insurance. If we do not pay part of the
judgment for any reason other than it is
more than the applicable limit of insurance,
we will not pay any interest that accrues on
that portion of the judgment.

With respect to a claim we investigate or
settle, or "suit" against an insured we defend
under COVERAGE A 4 EXCESS FOLLOW-
FORM LIABILITY, these payments will not
reduce the applicable limits of insurance, but
only if the applicable "underlying insurance"
provides for such payments in addition to its
limits of insurance. With respect to a claim we
investigate or settle, or "suit" against an
insured we defend under COVERAGE B 4-
UMBRELLA LIABILITY, these payments will
not reduce the applicable limits of insurance.

SECTION II 4 WHO IS AN INSURED
A. COVERAGE A - EXCESS FOLLOW-FORM

LIABILITY
With respect to Coverage A, the following persons
and organizations qualify as insureds:

1. 2.

The Named Insured shown in_ the
Declarations; and
Any other person or organization qualifying as
an insured in the "underlying insurance". If
you have agreed to provide insurance for that
person or organization in a written contract or
agreement:
a. The limits of insurance afforded to such
person or organization will be:
(1) The amount by which the minimum
limits of insurance you agreed to
provide such person or organization
in that written contract or agreement
exceed the total limits of insurance of
all applicable "underlying insurance";
or
(2) The limits of insurance of this policy;
whichever is less; and
b. Coverage under this policy does not apply
to such person or organization if the
minimum limits of insurance you agreed
to provide such person or organization in
that written contract or agreement are
wholly within the total limits of insurance
of all available applicable "underlying
insurance".

B. COVERAGE B 4 UMBRELLA LIABILITY
With respect to Coverage B:

The Named Insured shown in_ the
Declarations is an insured.

If you are:
a. An individual, your spouse is also an
insured, but only with respect to the
conduct of a business of which you are
the sole owner.

EU 00 01 07 16
b. A partnership or joint venture, your
members, your partners and their spouses
are also insureds, but only with respect to
the conduct of your business.

A limited liability company, your members
are also insureds, but only with respect to
the conduct of your business. Your
managers are also insureds, but only with
respect to their duties as your managers.

An organization other than a partnership,
joint venture or limited liability company,
your "officers" and directors are also
insureds, but only with respect to their
duties as your "officers" or directors. Your
stockholders are also insureds, but only
with respect to their liability as
stockholders.

A trust, your trustees are also insureds, but
only with respect to their duties as trustees.

3. Each of the following is also an insured:

EU 00 01 07 16
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "officers" (if you are an
organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the
scope of their employment by you or while
performing duties related to the conduct of
your business. However, none of these
"employees" or "volunteer workers" are
insureds for:
(1) "Bodily injury" or "personal injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a_ limited _ liability
company), to a_co-"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co-
"employee" or "volunteer worker"
aS a consequence of Paragraph
(1)(a) above;
(c) For which there is any obligation to
share damages with or repay
someone else who must pay
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA
damages because of the injury
described in Paragraph (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

Unless you are in the business or
occupation of providing professional
health care services, Paragraphs
(1)(a), (b), (c) and (d) above do not
apply to "bodily injury" arising out of
providing or failing to provide first aid
or "Good Samaritan services" by any
of your "employees" or "volunteer
workers" other than an employed or
volunteer doctor. Any 4 such
"employees" or "volunteer workers"
providing or failing to provide first aid
or "Good Samaritan services" during
their work hours for you will be
deemed to be acting within the scope
of their employment by you or
performing duties related to the
conduct of your business.
(2) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees" or
"volunteer workers", any of your
partners or members (if you are a
partnership or joint venture), or any of
your members (if you are a limited
liability company).
b. Any person (other than your "employee"
or "volunteer worker"), or any
organization, while acting as your real
estate manager.

Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of
the maintenance or use of that
property; and
(2) Until your legal representative has
been appointed.

Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.

4. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you

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UMBRELLA
maintain an ownership interest of more than
50%, on the first day of the policy period is an
insured and will qualify as a Named Insured. No
such organization is an insured or will qualify as
a Named Insured for "bodily injury" or "property
damage" that occurred, or "personal injury" or
"advertising injury" caused by an offense
committed after the date, if any, during the
policy period, that you no longer maintain an
ownership interest of more than 50% in such
organization.

5. Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and of which you are the sole
owner, or in which you maintain an ownership
interest of more than 50%, is an insured and
will qualify as a Named Insured if there is no
other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire or
form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal injury" or "advertising injury"
arising out of an offense committed;
before you formed the
organization.
acquired or
No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not shown
as a Named Insured in the Declarations. This
paragraph does not apply to any such partnership,
joint venture or limited liability company that
otherwise qualifies as an insured under Paragraph
B. of SECTION II 4 WHO IS AN INSURED.

COVERAGE C 4 CRISIS MANAGEMENT

SERVICE EXPENSES
With respect to Coverage C, the following persons
and organizations are insureds and will qualify as
Named Insureds:

1. The Named Insured shown in the Declarations.

2. Any organization, other than a partnership, joint
venture or limited liability company, of which
you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period. No
such organization is an insured or will qualify as
a Named Insured for "crisis management
service expenses" arising out of a "crisis
management event" that first commences after
© 2016 The Travelers Indemnity Company. All rights reserved. the date, if any, during the policy period, that
you no longer maintain an ownership interest
of more than 50% in such organization.

3. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, if there
is no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to "crisis management service
expenses" arising out of a _ "crisis
management event" that occurred before
you acquired or formed the organization,
even if an "executive officer" only first
becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you
acquired or formed the organization.

No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not
shown as a Named Insured in the Declarations.

SECTION Ill 4 LIMITS OF INSURANCE
A. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay for the
amounts described below to which this insurance
applies regardless of the number of:

1. Insureds;
Claims made or "suits" brought; 2

3. Number of vehicles involved;
4 Persons or organizations making claims or
bringing "suits"; or

5. Coverages provided under this insurance.

As indicated in Paragraph D.1. of SECTION | -4
COVERAGES, for any "suit" for which we have
the right and duty to defend the insured under
Coverage A, defense expenses will be within the
limits of insurance of this policy when such
expenses are within the limits of insurance of the
applicable "underlying insurance".

B. The General Aggregate Limit is the most we will
pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
except:

EU 00 01 07 16
EU 00 01 07 16

1. Damages and defense expenses because of
"bodily injury" or "property damage" included in
the "auto hazard";

2. Damages and defense expenses because of
"bodily injury" or "property damage" included in
the "products-completed operations hazard"; or

3. Damages and defense expenses for which
insurance is provided under any Aircraft Liability
coverage included as "underlying insurance" to
which no aggregate limit applies.

C. The Products-Completed Operations Aggregate
Limit is the most we will pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are within
the limits of insurance of this policy;
because of "bodily injury" or "property damage"
included in the "<products-completed operations
hazard".

Subject to Paragraph B. or C. above, whichever
applies, the Occurrence Limit is the most we will
pay for the sum of all:

1. Damages, and defense expenses if such
expenses are within the limits of insurance of
this policy, under Coverage A arising out of any
one "event" to which the "underlying insurance"
applies a limit of insurance that is separate
from any aggregate limit of insurance; and

2. Damages under Coverage B because of all
"bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
one "occurrence".

For the purposes of determining the applicable
Occurrence Limit, all related acts or omissions
committed in the providing or failing to provide first
aid or "Good Samaritan services" to any one person
will be considered one "occurrence".

The Crisis Management Service Expenses Limit is
the most we will pay for the sum of all "crisis
management service expenses" arising out of all
"crisis management events". Payment of such
"crisis management service expenses" is in addition
to, and will not reduce, any other limit of insurance
of this policy.

The limits of insurance of this policy apply
separately to each consecutive annual period and
to any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations. If the policy period is
extended after issuance for an additional period of
less than 12 months, the additional period will be
deemed part of the last preceding period for
purposes of determining the limits of insurance.

SECTION IV 4 EXCLUSIONS
This insurance does not apply to:

A. With respect to Coverage A and Coverage B:
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA

1. Asbestos
a. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the damages are
caused or contributed to by the hazardous
properties of asbestos.
b. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of any solid, liquid,
gaseous or thermal irritant = or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any damages
described in Paragraph a. above.
c. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
asbestos, asbestos fibers or products
containing asbestos; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers
or products containing asbestos.

2. Employment-Related Practices
Damages because of injury to:
a. A person arising out of any:
(1) Refusal to employ that person;
(2) Termination of that
employment; or
(3) Employment-related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment, applied to
or directed at that person, regardless
of whether such practice, policy, act
or omission occurs, is applied or is
person's

Page 7 of 22 ends

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UMBRELLA
committed before, during or after the
time of that person's employment; or
b. The spouse, child, parent, brother or sister
of that person as a consequence of injury
to that person as described in Paragraphs
a.(1), (2) or (3) above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with or
repay someone else who must pay
damages because of the injury.

ERISA, COBRA And Similar Laws
Any obligation of the insured under:
a. The Employees9 Retirement Income
Security Act Of 1974 (ERISA) or any of its
amendments;
b. The Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) or any
of its amendments; or
c. Any similar common or statutory law of any
jurisdiction.

Medical Expenses Or Payments
Any obligation of the
"medical expenses" or
coverage.

Nuclear Material
Damages arising out of:
insured under any
medical payments
a. The actual, alleged or threatened exposure
of any person or property to; or
b. The <hazardous properties" of;
any "nuclear material".

As used in this exclusion:
a. "Hazardous properties" includes
radioactive, toxic or explosive properties;
b. "Nuclear material" means "source
material", "special nuclear material= or "by-
product material"; and
c. "Source material", "special nuclear
material" and "by-product material" have
the meanings given them in the Atomic
Energy Act of 1954 or any of its
amendments.

Uninsured or Underinsured Motorists, No-
Fault And Similar Laws
Any liability imposed on the insured, or the
insured's insurer, under any of the following
laws:
a. Uninsured motorists;
b. Underinsured motorists;
c. Auto no-fault or other first-party personal
injury protection (PIP);
d. Supplementary 4 uninsured/underinsured
motorists (New York); or
e. Medical expense benefits and income
loss benefits (Virginia).

War
Damages arising out of:
a. War, including undeclared or civil war; or
b. Warlike action by a _ military force,
including action in hindering or defending
against an actual or expected attack, by
any government, sovereign or other
authority using military personnel or other
agents; or
c. Insurrection, rebellion, revolution, usurped
power or action taken by governmental
authority in hindering or defending against
any of these.

Workers Compensation And Similar Laws
Any obligation of the insured under a workers
compensation, disability benefits or
unemployment compensation law or any
similar law.

B. With respect to Coverage B:

Expected Or Intended Bodily Injury Or
Property Damage
"Bodily injury" or "property damage" expected
or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury"
or "property damage" resulting from the use of
reasonable force to protect persons or
property.

Contractual Liability
"Bodily injury", "property damage", "personal
injury" or "advertising injury" for which the
insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
insured would have in the absence of the
contract or agreement.

Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be liable by reason of:
a. Causing or contributing to the intoxication
of any person, including causing or
contributing to the intoxication of any
person because alcoholic beverages were
permitted to be brought on your premises
for consumption on your premises;
EU 00 01 07 16
b. The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
c. Any Statute, ordinance or regulation relating
to the sale, gift, distribution or use of
alcoholic beverages.

4. Employers Liability
"Bodily injury" to:
a. An "employee" of the insured arising out of
and in the course of:
(1) Employment by the insured; or
(2) Performing duties related to the
conduct of the insured's business; or
b. The spouse, child, parent, brother or sister
of that "employee" as a consequence of
"bodily injury" described in Paragraph a.
above.

5. Pollution
a. "Bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants".
b. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured
or any other person or organization test
for, monitor, clean up, remove, contain,
treat, detoxify or neutralize, or in any
way respond to, or assess the effects
of, "pollutants"; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, "pollutants".

6. Aircraft
"Bodily injury" or "property damage" arising out
of the ownership, maintenance, use or
entrustment to others of any aircraft owned or
operated by or rented or loaned to any insured.

Use includes operation and "loading or
unloading".

UMBRELLA
This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, _ hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft that is owned or operated by or
rented or loaned to any insured.

Auto
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any "auto". Use
includes operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, _ hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any "auto".

This exclusion does not apply to "bodily injury"
or "property damage" caused by an
"occurrence" that takes place outside of the
United States of America (including its
territories and possessions), Puerto Rico and
Canada.

Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any watercraft owned
or operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the _ supervision, _ hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any watercraft that is owned or operated by or
rented or loaned to any insured.

This exclusion does not apply to a watercraft:
a. While ashore on premises owned by or
rented to any insured; or
b. That is 50-feet long or less and that:
(1) You own; or
EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 9 of 22

UMBRELLA

9. 10.

11.

Page 10 of 22 ends

(2) You do not own and is not being used
to carry any person or property for a
charge.

Electronic Data
Damages claimed for the loss of, loss of use of,
damage to, corruption of, inability to access, or
inability to manipulate "electronic data".

Damage To Property, Products Or Work
"Property damage" to:
a. Property you own, rent or occupy, including
any costs or expenses incurred by you, or
any other person or organization, for repair,
replacement, enhancement, restoration or
maintenance of such property for any
reason, including prevention of injury to a
person or damage to another's property;
b. Premises you sell, give away or abandon if
the "property damage" arises out of any
part of those premises;
c. Property loaned to you;
d. Personal property in the care, custody or
control of the insured;
e. That particular part of real property on
which you or any contractors9 or
subcontractors working directly or indirectly
on your behalf are performing operations if
the "property damage" arises out of those
operations;
f. That particular part of any property that
must be restored, repaired or replaced
because "your work" was __ incorrectly
performed on it;
g. "Your product" arising out of "your product"
or any part of it; or
h. "Your work" arising out of "your work" or
any part of it and included in the "products-
completed operations hazard".

Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property", or
property that has not been physically injured,
arising out of:
a. A defect, deficiency, inadequacy9 or
dangerous condition in "your product" or
"your work"; or
b. A delay or failure by you, or anyone acting
on your behalf, to fulfill the terms of a
contract or agreement.

This exclusion does not apply to the loss of use
of other property arising out of sudden and
accidental physical injury to "your product" or

12. 13.

14. 15.

16. 17.
© 2016 The Travelers Indemnity Company. All rights reserved. "your work" after it has been put to its
intended use.

Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
a. "Your product";
b. "Your work"; or
c. "Impaired property";
if such product, work or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.

Violation Of
Protection Laws
Consumer Financial
"Bodily injury", "property damage", "personal
injury" or <advertising injury" arising out of any
actual or alleged violation of a "consumer
financial protection law", or any other "bodily
injury", "property damage", "personal injury" or
"advertising injury" alleged in any claim or
"suit" that also alleges any such violation.

Unsolicited Communication
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
access to or disclosure of any person's or
organization's confidential or personal
information.

Knowing Violation Of Rights Of Another
"Personal injury= or "advertising injury" caused
by or at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal injury"
or "advertising injury".

Material Published With Knowledge Of
Falsity
"Personal injury" or "advertising injury" arising
out of oral or written publication, including
publication by electronic means, of material, if
done by or at the direction of the insured with
knowledge of its falsity.

EU 00 01 07 16
EU 00 01 07 16

18. Material Published Or Used Prior To Policy
Period
a. "Personal injury" or "advertising injury"
arising out of oral or written publication,
including publication by electronic means,
of material whose first publication took
place before the beginning of the policy
period; or
b. "Advertising injury" arising out of
infringement of copyright, "title" or "slogan"
in your "advertisement" whose _ first
infringement in your "advertisement" was
committed before the beginning of the
policy period.

19. Criminal Acts
"Personal injury" or "advertising injury" arising
out of a criminal act committed by or at the
direction of the insured.

20. Breach Of Contract
"Personal injury" or "advertising injury" arising
out of a breach of contract.

21. Quality Or Performance Of Goods -4 Failure
To Conform To Statements
"Advertising injury" arising out of the failure of
goods, products or services to conform with any
statement of quality or performance made in
your "advertisement".

22. Wrong Description Of Prices
"Advertising injury" arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".

23. Intellectual Property
"Personal injury" or "advertising injury" arising
out of any actual or alleged infringement or
violation of any of the following rights or laws, or
any other "personal injury" or "advertising injury"
alleged in any claim or "suit" that also alleges
any such infringement or violation:

Copyright;
Patent;
Trade dress;
Trade name;
Trademark;
#
ooo
go
p
Trade secret; or
. Other intellectual property rights or laws.

This exclusion does not apply to:
a. "Advertising injury" arising out of any actual
or alleged infringement or violation of
another's copyright, "title" or "slogan" in
your "advertisement"; or
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA
b. Any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that
also alleges any such infringement or
violation of another's copyright, "title" or
"slogan" in your "advertisement".

24. Insureds In Media And Internet Type
Business
"Personal injury" or "advertising injury" arising
out of an offense committed by an insured
whose business is:
a. Advertising, "broadcasting" or publishing;
b. Designing or determining content of web-
sites for others; or
c. An Internet search, access, content or
service provider.

This exclusion does not apply to Paragraphs
a.(1), (2) and (3) of the definition of "personal
injury".

For the purposes of this exclusion:
a. Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
b. The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be
considered the business of advertising,
"broadcasting" or publishing.

25. Electronic Chatrooms Or Bulletin Boards
"Personal injury" or "advertising injury" arising
out of an electronic chatroom or bulletin board
the insured hosts, owns or over which the
insured exercises control.

26. Unauthorized Use Of Another's Name Or
Product
"Personal injury" or "advertising injury" arising
out of the unauthorized use of another's name
or product in your e-mail address, domain
name or metatag, or any other similar tactics
to mislead another's potential customers.
. With respect to Coverage C:

Newly Acquired, Controlled Or Formed
Entities
"Crisis management service expenses" arising out
of a "crisis management event" that involves any
organization you newly acquire or form and that
occurred prior to the date you acquired or formed
that organization, even if an "executive officer"
only first becomes aware of an "event" or
"occurrence" that leads to such "crisis

Page 11 of 22 ends

Page 12 of 22 ends

UMBRELLA
management event" after the date you acquired or
formed such organization.

SECTION V 4 CONDITIONS
A. APPEALS

1. If the insured or the insured's "underlying
insurer" elects not to appeal a judgment which
exceeds the "applicable underlying limit" or
"self-insured retention", we may do so.

2. If we appeal such a judgment, we will pay all
costs of the appeal. These payments will not
reduce the applicable limits of insurance. In no
event will our liability exceed the applicable limit
of insurance.

B. BANKRUPTCY

1. Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this insurance.

2. In the event of bankruptcy or insolvency of any
"underlying insurer", this insurance will not
replace such bankrupt or insolvent "underlying
insurer's" policy, and this insurance will apply as
if such <underlying insurer" had not become
bankrupt or insolvent.

C. CANCELLATION

1. The first Named Insured shown in the
Declarations may cancel this insurance by
mailing or delivering to us advance written
notice of cancellation.

2. We may cancel this insurance by mailing or
delivering to such first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment of
premium; or
b. 60 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to such first
Named Insured's last mailing address known to
us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this insurance is cancelled, we will send such
first Named Insured any premium refund due. If
we cancel, the refund will be pro rata. If such
first Named Insured cancels, the refund may be
less than pro rata. The cancellation will be
effective even if we have not made or offered a
refund.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.
© 2016 The Travelers Indemnity Company. All rights reserved.

D. CHANGES
This policy contains all the agreements between
you and us concerning the insurance afforded. No
change can be made in the terms of this
insurance except with our consent. The terms of
this insurance can be amended or waived only by
endorsement issued by us and made a part of this
policy.

CURRENCY
Payments for damages or expenses described in
Paragraph 5. of Paragraph D., DEFENSE AND
SUPPLEMENTARY PAYMENTS, of SECTION |
4 COVERAGES will be in the currency of the
United States of America. At our sole option, we
may make these payments in a different currency.

Any necessary currency conversion for such
payments will be calculated based on the rate of
exchange published in the Wall Street Journal
immediately preceeding the date the payment is
processed.

DUTIES REGARDING AN

OCCURRENCE, CLAIM OR SUIT

1. You must see to it that we are notified as
soon as practicable of an "event" or
"occurrence" which may result in a claim
under this insurance. To the extent possible,
notice should include:

EVENT,
a. How, when and where the "event" or
"occurrence" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the names and
addresses of any witnesses; and
c. The nature and location of any injury or
damage arising out of the "event" or
"occurrence".

2. If a claim is made or "suit" is brought against
any insured which may result in a claim under
this insurance, you must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.

3. With respect to Coverage A, the insured
must:
a. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit";
b. Comply with the terms of the "underlying
insurance"; and
c. Pursue all rights of contribution or
indemnity against any person- or
organization who may be liable to the
insured because of the injury, damage or
loss for which insurance is provided under
EU 00 01 07 16
this policy or any policy of "underlying
insurance".

With respect to Coverage B, the insured must:
a. Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
b. Authorize us to obtain necessary records
and other information;
c. Cooperate with us in the investigation,
settlement or defense of any claim or "suit";
and
d. Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which Coverage B may apply.

No insured will, except at that insured's own
expense, voluntarily make a payment, assume
any obligation, make any admission or incur
any expense, other than for first aid for "bodily
injury" covered by this insurance, without our
consent.

Knowledge of an "event", "occurrence", claim or
"suit" by your agent, servant or "employee" will
not constitute knowledge by you, unless your
insurance or risk manager, or anyone working
in the capacity as your insurance or risk
manager, or anyone you designate with the
responsibility of reporting an <event=,
"occurrence", claim or "suit":
a. Has received notice of such "event",
"occurrence", claim or "suit" from such
agent, servant or "employee"; or
b. Otherwise has knowledge of such "event",
"occurrence", claim or "suit".

G. DUTIES REGARDING A CRISIS MANAGEMENT
EVENT
You must:

1. EU 00 01 07 16
Notify us within 30 days of a _ "crisis
management event" that may result in "crisis
management service expenses".

Provide written notice of the "crisis
management event" as soon as practicable. To
the extent possible, notice should include:
a. How, when and where that "crisis
management event" took place;
b. The names and addresses of any persons
or organizations sustaining injury, damage
or loss, and the named and addresses of
any witnesses;
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA
c. The nature and location of any injury or
damage arising out of that "crisis
management event"; and
d. The reason that "crisis management
event" is likely to involve damages
covered by this insurance in excess of the
"applicable underlying limit" or "self-
insured retention" and involve regional or
national media coverage.

H. EXAMINATION OF YOUR BOOKS AND

RECORDS
We may examine and audit your books and
records as they relate to this insurance:

1. At any time during the policy period;

2. Up to three years after the end of the policy
period; and

3. Within one year after final settlement of all
claims under this insurance.

EXTENDED REPORTING PERIOD OPTION

1. When the "underlying insurance" applies on a
claims-made basis, any automatic or basic
"extended reporting period" in such
"underlying insurance" will apply to this
insurance.

2. When the "underlying insurance" applies on a
claims-made basis and you elect to purchase
an optional or supplemental "extended
reporting period" in such "underlying
insurance," that "extended reporting period"
will apply to this insurance only if:
a. A_ written request to purchase an
Extended Reporting Period endorsement
for this insurance is made by you and
received by us within 90 days after the
end of the policy period;
b. You have paid all premiums due for this
policy at the time you make such request;
c. You promptly pay the additional premium
we charge for the Extended Reporting
Period endorsement for this insurance
when due. We will determine that
additional premium = after we have
received your request for the Extended
Reporting Period endorsement for this
insurance. That additional premium is not
subject to any limitation stated in the
<underlying insurance" on the amount or
percentage of additional premium that
may be charged for the "extended
reporting period" in such "underlying
insurance"; and

Page 13 of 22 ends

Page 14 of 22 ends

UMBRELLA
d. That Extended Reporting Period
endorsement is issued by us and made a
part of this policy.

3. Any Extended Reporting Period endorsement
for this insurance will not reinstate or increase
the Limits of Insurance or extend the policy
period.

4. Except with respect to any provisions to the
contrary contained in Paragraphs 1., 2. or 3.
above, all provisions of any option to purchase
an "extended reporting period" granted to you in
the "underlying insurance" apply to this
insurance.

INSPECTIONS AND SURVEYS

1. We have the right but are not obligated to:
a. Make inspections and surveys at any time;
b. Give you reports on the conditions we find;
and
c. Recommend changes.

2. Any _ inspections, surveys, reports9 or
recommendations relate only to insurability and
the premiums to be charged. We do not make
safety inspections. We do not undertake to
perform the duty of any person or organization
to provide for the health or safety of workers or
the public. We do not warrant that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

LEGAL ACTION AGAINST US

1. No person or organization has a right under this
insurance:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this insurance unless all of its
terms have been fully complied with.

2. A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured. We will not be liable for
damages that:
a. Are not payable under the terms of this
insurance; or
b. Are in excess of the applicable limit of
insurance.

An agreed settlement means a settlement and
release of liability signed by us, the insured and
the claimant or the claimant's 4 legal
representative.

L. MAINTENANCE OF UNDERLYING INSURANCE

1. The insurance afforded by each policy of
"underlying insurance" will be maintained for
© 2016 The Travelers Indemnity Company. All rights reserved. the full policy period of this Excess Follow-
Form And Umbrella Liability Insurance. This
provision does not apply to the reduction or
exhaustion of the aggregate limit or limits of
such "underlying insurance" solely by
payments as permitted in Paragraphs 4.a.(1),
(2) and (3) of COVERAGE A - EXCESS
FOLLOW-FORM LIABILITY of SECTION I 4
COVERAGES. As such policies expire, you
will renew them at limits and with coverage at
least equal to the expiring limits of insurance.

If you fail to comply with the above
requirements, Coverage A is not invalidated.

However, in the event of a loss, we will pay
only to the extent that we would have paid had
you complied with the above requirements.

2. The first Named Insured shown in the
Declarations must give us written notice of
any change in the "underlying insurance" as
respects:
a. Coverage;
b. Limits of insurance;
c. Termination of any coverage; or
d. Exhaustion of aggregate limits.

3. If you are unable to recover from any
"underlying insurer" because you fail to
comply with any term or condition of the
"underlying insurance", Coverage A is not
invalidated. However, we will pay for any loss
only to the extent that we would have paid had
you complied with that term or condition in
that "underlying insurance".

M. OTHER INSURANCE
This insurance is excess over any valid and
collectible <other insurance" whether such "other
insurance" is stated to be primary, contributing,
excess, contingent or otherwise. This provision
does not apply to a policy bought specifically to
apply as excess of this insurance.

However, if you specifically agree in a written
contract or agreement that the insurance provided
to any person or organization that qualifies as an
insured under this insurance must apply on a
primary basis, or a primary and non-contributory
basis, then insurance provided under Coverage A
is subject to the following provisions:

EU 00 01 07 16
EU 00 01 07 16

1. This insurance will apply before any "other
insurance" that is available to such additional
insured which covers that person. or
organization as a named insured, and we will
not share with that "other insurance", provided
that the injury or damage for which coverage is
sought is caused by an "event" that takes place
or is committed subsequent to the signing of
that contract or agreement by you.

2. This insurance is still excess over any valid and
collectible "other insurance", whether primary,
excess, contingent or otherwise, which covers
that person or organization as an additional
insured or as any other insured that does not
qualify as a named insured.

N. PREMIUM

1. The first Named Insured shown in_ the
Declarations is responsible for the payment of
all premiums and will be the payee for any
return premiums.

2. If the premium is a flat charge, it is not subject
to adjustment except as provided in Paragraph

4. below.

3. If the premium is other than a flat charge, it is
an advance premium only. The earned
premium will be computed at the end of the
policy period, or at the end of each year of the
policy period if the policy period is two years or
longer, at the rate shown in the Declarations,
subject to the Minimum Premium.

4. Additional premium may become payable when
coverage is provided for additional insureds
under the provisions of SECTION II 4 WHO IS
AN INSURED.

O. PREMIUM AUDIT
The premium for this policy is the amount stated in
Item 5. of the Declarations. The premium is a flat
charge unless it is specified in the Declarations as
adjustable.

PROHIBITED COVERAGE 4-4 UNLICENSED

INSURANCE

1. With respect to loss sustained by any insured in
a country or jurisdiction in which we are not
licensed to provide this insurance, this
insurance does not apply to the extent that
insuring such loss would violate the laws or
regulations of such country or jurisdiction.

2. We do not assume responsibility for:
a. The payment of any fine, fee, penalty or
other charge that may be imposed on any
person or organization in any country or
jurisdiction because we are not licensed to
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA
provide insurance in such country or
jurisdiction; or
b. The furnishing of certificates or other
evidence of insurance in any country or
jurisdiction in which we are not licensed to
provide insurance.

Q. PROHIBITED COVERAGE 4- TRADE OR

ECONOMIC SANCTIONS
We will provide coverage for any loss, or
otherwise will provide any benefit, only to the
extent that providing such coverage or benefit
does not expose us or any of our affiliated or
parent companies to:

1. Any trade or economic sanction under any law
or regulation of the United States of America;
or

2. Any other applicable trade or economic
sanction, prohibition or restriction.

REPRESENTATIONS
By accepting this insurance, you agree:

1. The statements in the Declarations and any
subsequent notice relating to "underlying
insurance" are accurate and complete;

2. Those statements are based upon
representations you made to us; and

3. We have issued this insurance in reliance
upon your representations.

SEPARATION OF INSUREDS
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this policy to the first Named Insured shown in the
Declarations, this insurance applies:

1. As if each Named Insured were the only
Named Insured; and

2. Separately to each insured against whom
claim is made or "suit" is brought.

WAIVER OR TRANSFER OF RIGHTS OF

RECOVERY AGAINST OTHERS TO US

1. If the insured has rights to recover all or part
of any payment we have made under this
insurance, those rights are transferred to us
and the insured must do nothing after loss to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us, and with respect to Coverage A, the
"underlying insurer", enforce them.

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization,
we waive our right of recovery against that
person or organization, but only for payments
we make because of an "event" that takes
place or is committed subsequent to the

Page 15 of 22 ends

UMBRELLA
execution of that contract or agreement by such
insured.

SECTION VI 4 DEFINITIONS
A. With respect to all coverages of this insurance:

2. Reimbursement of any amount recovered will
be made in the following order:
a. First, to any person or organization
(including us or the insured) who has paid
any amount in excess of the applicable limit
of insurance;

1. "Applicable underlying limit" means the sum of:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
subject to the provisions in Paragraphs

4.a.(1), (2) and (3) of COVERAGE A 4
EXCESS FOLLOW-FORM LIABILITY of
SECTION I 4 COVERAGES; and
The applicable limit of insurance of any
"other insurance" that applies.

Next, to us; and
Then, to any person or organization
(including the insured and with respect to b.

Coverage A, the "underlying insurer") that
is entitled to claim the remainder, if any. _ . . . The limits of insurance in any policy of

3. Expenses incurred in the process of recovery
will be divided among all persons or
organizations receiving amounts recovered
according to the ratio of their respective
recoveries.

U. TRANSFER OF YOUR RIGHTS AND DUTIES

UNDER THIS INSURANCE
<underlying insurance" will apply even if:
a. The "underlying insurer" claims the
insured failed to comply with any term or
condition of the policy; or
b. The "underlying
bankrupt or insolvent.
insurer" becomes
"Auto hazard" means all "bodily injury" and
"property damage" to which liability insurance
afforded under an auto policy of "underlying
insurance" would apply but for the exhaustion
of its applicable limits of insurance.

1. Your rights and duties under this insurance may 2.
not be transferred without our written consent
except in the case of death of an individual
Named Insured.

2. If you die, your rights and duties will be
transferred to your legal representative but only 3. "Electronic data" means information, facts or while acting within the scope of duties as your programs stored as or on, created or used on, legal representative. Until your legal or transmitted to or from computer software (including systems and applications software),
hard or floppy disks, CD-ROMs, tapes, drives,
cells, data processing devices or any other
media which are used with electronically
controlled equipment.
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property.

V. UNINTENTIONAL OMISSION OR ERROR
. . . . . . " ut " "
The unintentional omission of, or unintentional error 4. "Event" means an <occurrence=, offense, in, any information provided by you which we relied nel act, error, omission, wrongful act or oss. upon in issuing this policy will not prejudice your rights under this insurance. However, this provision 5. does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance9 with applicable
insurance laws or regulations.

W. WHEN LOSS IS PAYABLE 6.

If we are liable under this insurance, we will pay for
injury, damage or loss after:

1. The insured's liability is established by:
a. A court decision; or
b. A written agreement between the claimant,
the insured, any "underlying insurer" and
us; and

2. The amount of the "applicable underlying limit"
or "self-insured retention" is paid by or on
behalf of the insured. c.
"Extended reporting period" means any period
of time, starting with the end of the policy
period of your claims-made insurance, during
which claims or "suits" may be first made,
brought or reported for that insurance.
"Medical expenses" means expenses to
which any Medical Payments section of any
policy of Commercial General Liability
<underlying insurance" applies.

7. "Other insurance" means insurance, or the
funding of losses, that is provided by, through
or on behalf of:
a. Another insurance company;
b. Us or any of our affiliated insurance
companies;
Any risk retention group;
EU 00 01 07 16 Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. d. Any self-insurance method or program, in
which case the insured will be deemed to
be the provider of such insurance; or
e. Any similar risk transfer or risk
management method.
"Other insurance" does not include:
a. Any <underlying insurance"; or
Any policy of insurance _ specifically
purchased to be excess of the limits of
insurance of this policy shown in the
Declarations.

8. "Products-completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1)
(2)
Products that are still in your physical
possession; or
Work that has not yet been completed
or abandoned. However, "your work"
will be deemed completed at the
earliest of the following times:
(a) When all the work called for in your
contract has been completed;
(b) When all the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site; or
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor working
on the same project.

Work that may need _4 service,
maintenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as completed.
b. Does not include "bodily injury" or "property
damage" arising out of:
(1)
(2)
(3)
EU 00 01 07 16
The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured;
The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
Products or operations for which the
classification listed in a _ policy of
© 2016 The Travelers Indemnity Company. All rights reserved.

10. 11.

UMBRELLA
Commercial General Liability
"underlying insurance" states that
products-completed operations are
subject to the General Aggregate
Limit.
"Suit" means a civil proceeding which alleges
damages. "Suit" includes:
a. An_ arbitration proceeding in which
damages are claimed and to which the
insured must submit or does submit with
our consent; or
Any other alternative dispute resolution
proceeding to which the insured submits
with our consent.
"Underlying insurance":
a. Means the policy or policies of insurance
listed in the Schedule Of Underlying
Insurance.

Includes any renewal or replacement of
such policies if such renewal or
replacement is during the policy period of
this Excess Follow-Form And Umbrella
Liability Insurance.

Does not include any part of the policy
period of any of the policies described in
Paragraphs a. or b. above that began
before, or that continues after, the policy
period of this Excess Follow-Form And
Umbrella Liability Insurance.
"Underlying insurer" means any insurer which
provides a policy of insurance listed in the
Schedule Of Underlying Insurance.
. With respect to Coverage B and, to the extent that
the following terms are not defined in the
<underlying insurance", to Coverage A:

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

Page 17 of 22 ends

UMBRELLA
b.

Means injury, other than "personal injury",
caused by one or more of the following
offenses:
(1) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that
slanders or libels a person. or
organization or disparages a person's
or organization's goods, products or
services, provided that the claim is
made or the "suit" is brought by a
person or organization that claims to
have been slandered or libeled, or that
claims to have had its goods, products
or services disparaged;
(2) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in a
false light; or
(3) Infringement of copyright, "title" or
"slogan" in your "advertisement",
provided that the claim is made or the
"suit" is brought by a person or
organization that claims ownership of
such copyright, "title" or "slogan".

Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

3. "Auto" means:

However,
A land motor vehicle, trailer or semitrailer
designed for travel on public roads,
including any attached machinery or
equipment; or
Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it
is licensed or principally garaged.
"auto" does not include "mobile
equipment".

4. "Bodily injury" means:
a.
b.

Physical harm, including sickness or
disease, sustained by a person; or
Mental anguish, injury or illness, or
emotional distress, resulting at any time
from such physical harm, sickness or
disease.

5. "Broadcasting" means transmitting any audio or
visual material for any purpose:
a.

Page 18 of 22 ends

By radio or television; or

10. © 2016 The Travelers Indemnity Company. All rights reserved. b. In, by or with any other electronic means
of communication, such as the Internet, if
that material is part of:
(1) Radio or television programming
being transmitted;
(2) Other entertainment, educational,
instructional, music or news
programming being transmitted; or
(3) Advertising transmitted with any such
programming.
"Consumer financial identity information"
means any of the following information for a
person that is used or collected for the
purpose of serving as a factor in establishing
such person's eligibility for personal credit,
insurance or employment or for the purpose
of conducting a business transaction:
a. Part or all of the account number, the
expiration date or the balance of any
credit, debit, bank or other financial
account;
b. Information bearing on a person's credit
worthiness, credit standing or credit
capacity;
c. Social security number;
d. Driver's license number; or
e. Birth date.
"Consumer financial protection law" means:
a. The Fair Credit Reporting Act (FCRA) and
any of its amendments, including the Fair
and Accurate Credit Transactions Act
(FACTA);
b. California's Song-Beverly Credit Card Act
and any of its amendments; or
c. Any other law or regulation that restricts
or prohibits the collection, dissemination,
transmission, distribution or use of
"consumer financial identity information".
"Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".
"Good Samaritan services". means any
emergency medical services for which no
compensation is demanded or received.
"Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or <your
work" that is known or thought to be
defective, deficient, inadequate or
dangerous; or
EU 00 01 07 16

11. 12.

13. EU 00 01 07 16
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work" or your fulfilling
the terms of the contract or agreement.
"Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".
"Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a
mechanical device, other than a hand truck,
that is not attached to the aircraft, watercraft or
"auto".
"Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally off
public roads.
b. Vehicles maintained for use solely on or next
to premises you own or rent.
c. Vehicles that travel on crawler treads.
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers
or drills; or
(2) Road construction or _ resurfacing
equipment such as graders, scrapers or
rollers.
e. Vehicles not described in Paragraph a., b.,
c. or d. above that are not self-propelled and
are maintained primarily to provide mobility
to permanently attached equipment of the
following types:
(1) Air compressors, pumps and
generators, including spraying, welding,
building cleaning, geophysical
© 2016 The Travelers Indemnity Company. All rights reserved.

UMBRELLA
exploration, lighting and well servicing
equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers.
f. Vehicles not described in Paragraph a., b.,
c. or d. above maintained primarily for
purposes other than the transportation of
persons or cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air | compressors, pumps and
generators, including spraying,
welding, building cleaning, geophysical
exploration, lighting and well servicing
equipment.

However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law, or other motor
vehicle insurance law, where it is licensed or
principally garaged. Such land vehicles are
considered "autos".

14. "Occurrence" means:
a. With respect to "bodily injury" or "property
damage":
(1) An accident, including continuous or
repeated exposure to substantially the
same general harmful conditions,
which results in "bodily injury" or
"property damage". All "bodily injury"
or "property damage" caused by such
exposure to substantially the same
general harmful conditions will be
deemed to be caused by one
<occurrence=; or
(2) An act or omission committed in
providing or failing to provide first aid
or "Good Samaritan services" to a
person by any of your "employees" or
"volunteer workers" other than an
employed or volunteer doctor, unless
you are in the business or occupation
of providing professional health care
services;

Page 19 of 22 ends

UMBRELLA
b. With respect to "personal injury", an
offense arising out of your business that
results in "personal injury". All "personal
injury" caused by the same or related
injurious material, act or offense will be
deemed to be caused by one "occurrence",
regardless of the frequency or repetition
thereof, the number and kind of media
used or the number of persons or
organizations making claims or bringing
"suits"; and
c. With respect to "advertising injury", an
offense committed in the course of
advertising your goods, products and
services that results in "advertising injury".

All "advertising injury" caused by the same
or related injurious material, act or offense
will be deemed to be caused by one
"occurrence", regardless of the frequency
or repetition thereof, the number and kind
of media used or the number of persons or
organizations making claims or bringing
"suits".

15. "Officer" means a person holding any of the
officer positions created by your charter,
constitution, bylaws or any other similar
governing document.

16. "Personal injury":
a. Means injury, other than "advertising
injury", caused by one or more of the
following offenses:
(1) False arrest, detention or
imprisonment;
(2) Malicious prosecution;
(3) The wrongful eviction from, wrongful
entry into, or invasion of the right of
private occupancy of a room, dwelling
or premises that a person occupies,
provided that the wrongful eviction,
wrongful entry or invasion of the right of
private occupancy is committed by or
on behalf of the owner, landlord or
lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of
material that slanders or libels a person
or organization or disparages a
person's or organization's goods,
products or services, provided that the
claim is made or the "suit" is brought by
a person or organization that claims to
have been slandered or libeled, or that
claims to have had its goods, products
or services disparaged; or
b.
(5) Oral or written publication, including
publication by electronic means, of
material that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in
a false light.

Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

17. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including
smoke, vapor, soot, fumes, acids, alkalis,
chemicals and waste. Waste includes
materials to be recycled, reconditioned or
reclaimed.

18. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use will be
deemed to occur at the time of the
physical injury that caused it; or
Loss of use of tangible property that is not
physically injured. All such loss of use will
be deemed to occur at the time of the
<occurrence= that caused it.

For the purposes of this insurance, "electronic
data" is not tangible property.

19. "Self-insured retention" is the greater of:

The amount shown in the Declarations
which the insured must first pay under
Coverage B for damages because of all
"bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of any one "occurrence"; or
The applicable limit of insurance of any
<other insurance" that applies.

20. "Slogan":

Means a phrase that others use for the
purpose of attracting attention in their
advertising.

Does not include a phrase used as, or in,
the name of:
(1) Any person or organization other than
you; or
(2) Any business, or any of the premises,
goods, products, services or work, of
any person or organization other than
you.

Page 20 of 22 ends

21. 22.

23. 24.

25. 26.

EU 00 01 07 16
"Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.
"Title" means the name of a literary or artistic
work.
"Unsolicited communication" means any
communication, in any form, that the recipient
of such communication did not specifically
request to receive.
"Volunteer worker" means a person who is not
your "employee", and who donates his or her
work and acts at the direction of and within the
scope of duties determined by you, and is not
paid a fee, salary or other compensation by you
or anyone else for their work performed by you.
"Your product=:
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have
acquired; and
(2) Containers (other than vehicles),
materials, parts or equipment furnished
in connection with such goods or
products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or
other property rented to or located for the
use of others but not sold.
"Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment furnished
in connection with such work or
operations.
b. Includes:

UMBRELLA
(1) Warranties or representations made
at any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) The providing of or failure to provide
warnings or instructions.

C. With respect to Coverage C:

1. © 2016 The Travelers Indemnity Company. All rights reserved. "Crisis management advisor" means any
public relations firm or crisis management
firm approved by us that is hired by you to
perform "crisis management services" in
connection with a "crisis management event".
"Crisis management event" means an "event"
or <occurrence" that your "executive officer"
reasonably determines has resulted, or may
result, in:
a. Damages covered by this Coverage A or
Coverage B that are in excess of the total
applicable limits of the <underlying
insurance" or "self-insured retention"; and
b. Significant adverse regional or national
media coverage.
"Crisis management service expenses"
means amounts incurred by you, after a
"crisis management event" first commences
and before such event ends:
a. For the reasonable and necessary:
(1) Fees and expenses of a "crisis
management advisor" in the
performance for you of "crisis
management services" solely for a
"crisis management event"; and
(2) Costs for printing, advertising, mailing
of materials or travel by your
directors, officers, employees or
agents or a_ "crisis management
advisor" solely for a_ "crisis
management event"; and
b. For the following expenses resulting from
such "crisis management event", provided
that such expenses have been approved
by us:
(1) Medical expenses;
(2) Funeral expenses;
(3) Psychological counseling;
(4) Travel expenses;
(5) Temporary living expenses;
(6) Expenses to secure the scene of a
"crisis management event"; or
(7) Any other expenses pre-approved by
us.

Page 21 of 22 ends

UMBRELLA

4. "Crisis management services" means those
services performed by a "crisis management
advisor" in advising you or minimizing potential
harm to you from a "crisis management event"
by maintaining or restoring public confidence in
you.

5. "Executive officer" means your:
a. Chief Executive Officer;
b. Chief Operating Officer;
Chief Financial Officer;
President;
General Counsel;
#
oan
General partner (if you are a
partnership); or
g. Sole proprietor (if you are a _ sole
proprietorship);
or any person acting in the same capacity as
any individual listed above.

Page 22 of 22 ends

POLICY NUMBER: CUP-7W800864-24-47

UMBRELLA
ISSUE DATE: 05/06/2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SCHEDULE OF UNDERLYING INSURANCE
This endorsement modifies insurance provided under the following:

EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE
Commercial General Liability
Carrier TRAVELERS PROPERTY CASUALTY

COMPANY OF AMERICA
Policy Number 680-0023978123-24
Policy Period
From: 05/18/2024
to: 05/18/2025
Employers Liability
Carrier TRAVELERS PROPERTY CASUALTY

COMPANY OF AMERICA
Policy Number UB -009K77696A-24
Policy Period
From: 05/18/2024
to: 05/18/2025
*UNLIMITED IN THE STATE OF NEW YORK FOR

SUBJECT EMPLOYEES
Automobile Liability
Carrier THE TRAVELERS INDEMNITY

COMPANY OF CONNECTICUT
Policy Number BA-006W812054-24
Policy Period
From: 05/18/2024
to: 05/18/2025
PRODUCER:NFP PROP AND CAS INS SVCS
EU 00 03 08 18
Limits Of Liability
General Aggregate
Products-Completed
Operations Aggregate
Personal and
Advertising Injury
Each Occurrence
Limits Of Liability
Bodily Injury By Accident
Each Accident
Bodily Injury By Disease
Policy Limit
Bodily Injury By Disease
Each Employee
Limits Of Liability
Bodily Injury And Property
Damage Combined Single
Limit
OFFICE:RETAIL A&E 21W
© 2018 The Travelers Indemnity Company. All rights reserved. $2,000,000
$2,000,000
$1,000,000
$1,000,000
$1,000,000*
$1,000,000*
$1,000, 000*
$1,000,000
Pagel of1
LE TRAVELERS | - WORKERS COMPENSATION

ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY
HARTFORD CT 06183
ENDORSEMENT WC 99 0376( A)- 001
POLICY NUMBER: UB-9K77696A-24-47-G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT 4 CALIFORNIA
(BLANKET WAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

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

Schedule
Person or Organization Job Description

ANY PERSON OR ORGANIZATION FOR ENGINEERS

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective Policy No. Endorsement No.

Insured Premium
Insurance Company Countersigned by
DATE OF ISSUE: 05-06-24 ST ASSIGN: Page 1 of 1

BUDGET REQUEST Via e-mail November 18, 2025 Robert Lennox, Ed.D., Assistant City Manager City of Carson, City Manager’s Office 701 E Carson Street, Carson, CA 90745 Subject: Budget Request for Carson Civic Center Project – Additional Planning Services Dear Dr. Lennox, Z&K Consultants, Inc. is pleased to submit this letter and the attached cost proposal for the additional planning services requested for the City of Carson Civic Center Specific Plan. As discussed, the City is considering an alternative development scenario for the parcel currently designated as a hotel site, consisting of an entertainment/retail/restaurant complex of up to 300,000 square feet with associated parking. To support incorporation of this alternative land use into the Specific Plan, Z&K will coordinate with the traffic, civil engineering, and environmental subconsultants; assist in preparing updated findings; and support revisions to the development standards as required. Z&K will also assist with the preparation of illustrative renderings and an exterior vision concept for the alternative use, consistent with the level of detail shown for the existing hotel option. Fee Proposal | Please see the attached cost proposal for a detailed breakdown of fees. The total lump sum fee for this effort is $48,500, which includes Alternative Land Use Analysis & Coordination and Illustrative Renderings & Vision Concept. Reimbursable expenses will be billed at cost, and invoices will be issued monthly within 30 days. We appreciate the opportunity to continue supporting the City of Carson on this important effort and value our continued collaboration with Gruen Associates. Please feel free to contact us with any questions. Sincerely Brittany Duhn, PE Project Manager | Z&K Consultants, Inc. [email protected] | 714.788.9965

MICHAEL A. ENOMOTO, FAIA
LARRY SCHLOSSBERG, AIA, AICP, LEED AP BD+C DEBRA GEROD, FAIA, LEED AP

ASHOK VANMALI, AIA

JILL WAGNER, AIA, LEED AP

6330 San Vicente Boulevard, Suite 200, Los Angeles, C A 90048-5441 ‧ T 323 937-4270 ‧ F 323 937-6001 ‧ www.gruenassociates.com

November 4, 2025

Mr. Amer Jakher
Ms. Brittany Duhn
Z&K Consultants, Inc
17130 Van Buren Blvd, Suite 122
Riverside, CA 92408

Via Email

Dear Amer and Brittany,
Thank you for asking Gruen Associates to provide this proposal to provide additional planning services for the City of Carson Civic Center Specific Plan, currently nearing completion.

It is our understanding that the City would like the Specific Plan to include an alternative use for the parcel at the East end of the planning area currently designated as a hotel site.

The alternative would be an entertainment/retail/restaurant complex of up to 300,000 square feet with associated parking.

The bulk of the scope of work to incorporate this alternate use in the Specific Plan involves further analysis and preparation of findings by the traffic, civil engineering and environmental consultants as such a use could have significant impacts that vary from those of the hotel. Modifications and additions to the development standards will also be needed.

The deliverables will be provided in approximately 6 weeks following our notice to proceed.

Gruen Associates will provide the above scope of work for a lump sum professional service fee of $37,500. The fee will be invoiced monthly within 30 days. The Lump Sum fee is not inclusive of reimbursable expenses such as document reproduction, millage, delivery services and other expenses incurred for the benefit of the project. Reimbursable expenses will be invoiced at their cost to Gruen Associates.

We understand that the city desires to have the alternative development program depicted in the Specific Plan report in renderings and illustrative site plan similar to how the Hotel option is now included. This would require preparing a vision design for the exterior character of the entertainment/retail option and then producing renderings to be included in the Specific Plan report similar to those currently in that report which show the hotel option.

Internal configurations of that option would not be developed. The additional fees for this scope would be $11,000 for a total lump sum fee of $48,500.

Again, thank you for asking Gruen Associates for continued services for this very exciting assignment. We look forward to further collaborating with Z&K consultants and the City of Cason. To indicate your authorization to proceed please sign a copy of this proposal and return it to our offices. Please contact me with any questions or concerns. My cell phone is 310 279 2448.

Respectfully submitted.

GRUEN ASSOCITES

Larry Schlossberg AIA, AICP, LEED AP
Partner

Accepted by:

Date:

Title:

Assistant City Manager
11/18/2025
Robert Lennox, Ed.D.

AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

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

RECITALS

A. City and Consultant entered into that certain Agreement for Contract Services dated January 21, 2025 (“Agreement”), whereby Consultant agreed to perform services such as drafting and preparing the specific plan, conceptual architectural designs of facilities, and CEQA documents related to the Carson Civic Center Redevelopment Project for a not-to-exceed Contract Sum of $550,000.00 for a one-year Term.

B. City and Con sultant now desire to amend the Agreement to increase the total compensation by $54,000.00 increasing the Contract Sum from $550,000.00 to $604,000.00 to allow Consultant to continue to provide services to include an alternative land use on the designated hotel site into the Specific Plan (“Amendment No. 1 Services”).

C. Section 2611(m)(2) of the City’s Municipal Code provides “[a]ny amendment to a contract that exceeds $75,000 requires re -solicitation unless (i) the City Council waives the re - solicitation requirement following determination that such waiver is in the City’s best interest or (ii) the amendment concerns a change order in which event bidding will not be required irrespective of the amount.”
D. Since the not to exceed cost of the Amendment No. 1 Services is less than $75,000, there is no need to consider re-solicitation.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment.

2. Terms and Definition. All words, terms, and phrases used or referenced in this Amendment, not expressly defined in this Amendment, shall have the same meaning ascribed to them in the Agreement.

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

A. Section 1.2 (Consultant’s Proposal) is hereby amended to read in its entirety as follows:
“1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s proposal titled “City of Carson Proposal for Carson Civil Center Specific Plan” dated November 21, 2024, and Consultant’s letter titled “Budget Request for Carson Civic Center Project – Additional Planning Services” dated November 18, 2025,” which shall be incorporated herein by this reference as though fully set forth herein (the “Proposal”). In the event of any inconsistency between the terms of the Proposal and this Agreement, the terms of this Agreement shall govern.”
B. 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 Five Hundred Fifty Ninety-Eight Thousand Five Hundred Dollars and Zero Cents ($604,000.00 550,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.” C. Subsection E of Section I of Exhibit “A” (Scope of Services) is hereby amended to read in its entirety as follows:

“E. Build a Landmark Resort Hotel: Develop a high- rise resort hotel on a prominent 4.3 acre site visible from the I-405 Freeway, establishing it as a key destination within the new Civic Center area. Alternatively, develop a mixed commercial complex of up to 300,000 square feet consisting of entertainment, retail, restaurants and associated parking.”
D. Task 1: Development of the Civic Center Specific Plan of Section I of Exhibit “A” (Scope of Services) is hereby amended so that the following is added to the end of the section as follows:

“As an alternative to the Landmark Resort Hotel, t he Specific Plan will include a land use option allowing development of a mixed commercial complex of up to 300,000 square feet consisting of entertainment, retail, restaurants and associated parking (“Amendment No. 1 Services”).

To support incorporation of the Amendment No. 1 Services , Consultant will coordinate with the traffic, civil engineering, and environmental subconsultants; assist in preparing updated findings; and support revisions to the development standards as required. Consultant will also assist with the preparation of illustrative renderings and an exterior vision concept for the alternative use, consistent with the level of detail shown for the existing hotel option.”
E. Section I of Exhibit “C” (Schedule of Compensation”) is hereby amended to read in its entirety as follows:
“I. Consultant shall perform the following tasks at the following rates:

The fees will be invoiced monthly based on the percentage of work completed for each task. The fee is not inclusive of reimbursable expenses such as document reproduction, millage, delivery services and other expenses incurred for the benefit of the projec t.

Reimbursable expenses will be invoiced at their cost to Consultant plus 10%.

Reimbursable expenses are not to exceed $24,199.65.

Amendment No. 1 Services at $48,500.00
Reimbursable expenses for Amendment No. 1 Services are not to exceed $5,500.00 The fees will be invoiced monthly based on the percentage of work completed for each task. The fee is not inclusive of reimbursable expenses such as document reproduction, millage, delivery services and other expenses incurred for the benefit of the project.

Reimbursable expenses will be invoiced at their cost to Consultant plus 10%.” F. Section IV of Exhibit “C” (Schedule of Compensation”) is hereby amended to read in its entirety as follows:
“IV. The total compensation for the Services and reimbursable expenses shall not exceed $604,000.00 550,000.00 as provided in Section 2.1 of this Agreement.” G. Exhibit “D” (Schedule of Performance) is hereby amended to read in its entirety as follows:

See attached Exhibit “D.”

4. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by the Amendment to the Agreement.

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

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

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

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

7. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.

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

[SIGNATURES ON FOLLOWING PAGE]

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

CITY:

CITY OF CARSON, a municipal
corporation

___________________________
Lula Davis-Holmes, Mayor
ATTEST:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

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

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

Title:

By:_____________________________
Name:

Title:

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

EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services with the exception of the Amendment No. 1 Services timely in accordance with the following schedule:

The Amendment No. 1 Services will be completed within 7 weeks following Notice to Proceed issued by City’s Contract Officer.

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

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, December 2, 2025, 5:00 PM
CONSENT 24. To: Honorable Mayor and City Council From: Joshua Boudreaux, Director of Human Resources HR Operations Subject: CONSIDER RESOLUTION NO. 25-144 AND 25-145, INCREASING THE MINIMUM WAGE FORCITY OF CARSON EMPLOYEES PURSUANT TO CALIFORNIA STATE LAW (CITY COUNCIL) I. SUMMARY
This item seeks approval to increase the hourly minimum wage for the City of Carson part-time employees, as mandated by California law. Effective January 1, 2026, the state minimum wage will increase from $16.50 to $16.90 per hour, requiring a one-time adjustment to comply with law. Resolution No. 25-144 (Exhibit No.1) and Resolution No. 25-145 (Exhibit No. 3) are presented to the City Council for consideration.

II. RECOMMENDATION
TAKE the following actions:

1. WAIVE further reading and ADOPT Resolution No. 25-144, "A RESOLUTION OF THE CITY COUNCIL CITY OF CARSON CALIFORNIA, AMENDING THE SALARY RANGES AFSCME LOCAL 809 UNCLASSIFIED, PART TIME, HOURLY CLASSIFICATIONS TO INCREASE THE HOURLY MINIMUM WAGE TO $16.90, EFFECTIVE JANUARY 1, 2026."; and

2. WAIVE further reading and ADOPT Resolution No. 25-145, "A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF CARSON CALIFORNIA, AMENDING THE SALARY RANGES FOR UNCLASSIFIED, PART-TIME, UNREPRESENTED, HOURLY CLASSIFICATIONS TO INCREASE THE HOURLY MINIMUM WAGE TO $16.90, EFFECTIVE JANUARY 1, 2026"
III. ALTERNATIVES
The City Council may take any other action deemed appropriate.

IV. BACKGROUND
Effective January 1, 2026, California's minimum wage will increase to $16.90 per hour. This adjustment, mandated under Labor Code Section 1182.12(c)(3)(A), was certiﬁed in 2025 by the Governor and the Director of the California Department of Finance. The increase applies universally, regardless of the number of employees an employer has, raising the current minimum wage from $16.50 to $16.90 per hour.

Resolution No. 25-144 (Exhibit No.1) and Resolution No. 25-145 (Exhibit No. 2) are presented to the City Council for consideration along with the respective salary table for all part-time represented and unrepresented employees.

V. FISCAL IMPACT
The forty-cent increase for the minimum wage becomes effective January 1, 2026, for all part time classiﬁcations.

The cost of the anticipated increase was included in the Fiscal Year 2025-26 adopted budget.

VI. EXHIBITS

1. Resolutions No. 25-144

2. Resolution No. 25-145

3. Proposed Part-Time, AFSCME Local 809, Unclassiﬁed, Hourly Employees Bargaining Unit Salary Schedule

4. Proposed Part-Time, Unclassiﬁed, Unrepresented, Hourly Classiﬁcations Salary Schedule

Attachments
Resolution No. 25-144
Resolution No. 25-145
PT REPRESENTED SALARY TABLES 2026
PT UNREPRESENTED SALARY TABLES 2026
EXHIBIT 1
RESOLUTION NO. 25-144

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE SALARY RANGES FOR AFSCME 809 UNCLASSIFIED,

PART-TIME, HOURLY CLASSIFICATIONS TO INCREASE THE HOURLY MINIMUM WAGE TO $16.90 THAT WILL TAKE EFFECT ON JANUARY 1, 2026 WHEREAS, the City of Ca rson, Califor nia empl oys numer ous part-ti me, unclassified, unrepresented employees in a variety of classifications; and WHEREAS, the City values and recognizes the work performed by AFSCME 809 unclassified, part-time hourly, represented employees who assist the City of Carson in providing the quality and breadth of services it currently provides to the citizens of Carson; and WHEREAS, in 2025, the Governor and the State of California Director of the Department of Finance certified that, under Labor Code section 1182.12(c)(3)(A), the state hourly minimum wage must be increased, effective January 1, 2026, to $16.90 an hour (regardless of the number of workers employed by an employer).,
WHEREAS, the Assistant City Manager is authorized and directed under the provisions of Sections 2797.1 and
27973 (d) of the Carson Municipal Code to prepare and recommend, after consultation with the Department Directors, a compensation plan which becomes effective upon approval by the City Council.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The above recitals are true and correct.

SECTION 2. AFSCME 809 unclassified, part -time, hourly classifications employees are not covered by the City’s Personnel Rules.

SECTION 3. The attached compensation plan for unclassified, part-time, represented, hourly employees is hereby amended to increase the hourly minimum wage from $16.50 to $16.90 per hour, effective January 1, 2026.

SECTION 4. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

SECTION 5. The City Clerk shall certify to the adoption of this resolution and deem it effective as of December 2, 2025, the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 2nd day of December 2025.

Lula Davis-Holmes, Mayor

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )

I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-144, was passed and approved by the City Council of the City of Carson at its meeting held on December 2, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk
EXHIBIT 3
RESOLUTION NO. 25-145

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

CALIFORNIA, AMENDING THE SALARY RANGES FOR PART -TIME,

UNCLASSIFIED, UNREPRESENTED EMPLOYEES TO INCREASE THE
HOURLY MINIMUM WAGE TO $16.90, THAT WILL TAKE EFFECT ON JANUARY 1, 2026
WHEREAS, the City of Carson, California employs numerous part -time, unclassified, unrepresented employees in a variety of classifications; and WHEREAS, the City values and recognizes the work performed by unclassified, part -time hourly, unrepresented employees who assist the City of Carson in providing the quality and breadth of services it currently provides to the citizens of Carson; and WHEREAS, in 2025, the Governor and the State of California Director of the Department of Finance certified that, under Labor Code section 1182.12(c)(3)(A), the state hourly minimum wage must be increased, effective January 1, 202 6, to $16.90 an hour (regardless of the number of workers employed by an employer).,
WHEREAS, the Assistant City Manager is authorized and directed under the provisions of Sections 2797.1 and 27973 (d) of the Carson Municipal Code to prepare and recommend, after consultation with the Department Directors, a compensation plan which becomes effective upon approval by the City Council.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The above recitals are true and correct.

SECTION 2. Part-time, unclassified, unpresented employees are not covered by the City’s Personnel Rules.

SECTION 3. The attached compensation plan for unclassified, part-time, unrepresented, hourly employees is hereby amended to increase the hourly minimum wage from $16.50 to $16.90 per hour, effective January 1, 2026.

SECTION 5. The City Clerk shall certify to the adoption of this resolution and deem it effective as of December 2, 2025, the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 2nd day of December 2025.

Lula Davis-Holmes, Mayor

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )

I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-145, was passed and approved by the City Council of the City of Carson at its meeting held on December 2, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk

CLASSIFICATION
TITLE RANGE Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Clerical Aide 810 $16.90 $17.75 $18.63 $19.56 $20.54 $21.57 Senior Maintenance
Aide 811 $17.32 $18.19 $19.10 $20.05 $21.06 $22.11
Central Services
Worker 812 $17.76 $18.64 $19.58 $20.55 $21.58 $22.66
Receptionist/
Switchboard Operator 812 $17.76 $18.64 $19.58 $20.55 $21.58 $22.66 813 $18.20 $19.11 $20.06 $21.07 $22.12 $23.23
Senior Clerical Aide 814 $18.65 $19.59 $20.57 $21.59 $22.67 $23.81 Maintenance Aide 814 $18.65 $19.59 $20.57 $21.59 $22.67 $23.81 Utility Worker I 814 $18.65 $19.59 $20.57 $21.59 $22.67 $23.81 Rec. Asst Ill
Membership & Sales 815 $19.12 $20.08 $21.08 $22.13 $23.24 $24.40 Recreation Assistant Ill 815 $19.12 $20.08 $21.08 $22.13 $23.24 $24.40 Recreation Assistant Ill-
Fitness 815 $19.12 $20.08 $21.08 $22.13 $23.24 $24.40
816 $19.60 $20.58 $21.61 $22.69 $23.82 $25.01
817 $20.09 $21.09 $22.15 $23.26 $24.42 $25.64
Clerical Assistant 818 $20.59 $21.62 $22.70 $23.84 $25.03 $26.28 Utility Worker II 818 $20.59 $21.62 $22.70 $23.84 $25.03 $26.28 Rec. Asst IV-
Membership & Sales 819 $21.11 $22.16 $23.27 $24.43 $25.65 $26.94 Recreation Assistant IV 819 $21.11 $22.16 $23.27 $24.43 $25.65 $26.94 Recreation Assistant IV
Fitness 819 $21.11 $22.16 $23.27 $24.43 $25.65 $26.94
Recreation Specialist 819 $21.11 $22.16 $23.27 $24.43 $25.65 $26.94 820 $21.63 $22.72 $23.85 $25.04 $26.30 $27.61
821 $22.17 $23.28 $24.45 $25.67 $26.95 $28.30
822 $22.73 $23.87 $25.06 $26.31 $27.63 $29.01
823 $23.30 $24.46 $25.68 $26.97 $28.32 $29.73
Office Clerk 824 $23.88 $25.07 $26.33 $27.64 $29.03 $30.48 825 $24.48 $25.70 $26.99 $28.33 $29.75 $31.24
Custodian 826 $25.09 $26.34 $27.66 $29.04 $30.49 $32.02 827 $25.72 $27.00 $28.35 $29.77 $31.26 $32.82
Typist Clerk II 828 $26.36 $27.68 $29.06 $30.51 $32.04 $33.64 829 $27.02 $28.37 $29.79 $31.28 $32.84 $34.48
830 $27.69 $29.08 $30.53 $32.06 $33.66 $35.34
831 $28.38 $29.80 $31.29 $32.86 $34.50 $36.23
832 $29.09 $30.55 $32.08 $33.68 $35.36 $37.13
Senior Clerk 832 $29.09 $30.55 $32.08 $33.68 $35.36 $37.13 Storekeeper 832 $29.09 $30.55 $32.08 $33.68 $35.36 $37.13 Assistant Recreation
Center Supv. 833 $29.82 $31.31 $32.88 $34.52 $36.25 $38.06 AFSCME 809 UNCLASSIFIED PART-TIME SALARY SCHEDULE
EFFECTIVE JANUARY 1, 2026

EXHIBIT 2
Assistant Event
Coordinator 834 $30.57 $32.10 $33.70 $35.39 $37.15 $39.01 Bus Driver 835 $31.33 $32.90 $34.54 $36.27 $38.08 $39.99 Assistant Aquatics
Program Supv. 836 $32.11 $33.72 $35.41 $37.18 $39.04 $40.99 Buyer Assistant 837 $32.92 $34.56 $36.29 $38.11 $40.01 $42.01 838 $33.74 $35.43 $37.20 $39.06 $41.01 $43.06
839 $34.58 $36.31 $38.13 $40.04 $42.04 $44.14
840 $35.45 $37.22 $39.08 $41.04 $43.09 $45.24
841 $36.34 $38.15 $40.06 $42.06 $44.17 $46.37
842 $37.24 $39.11 $41.06 $43.11 $45.27 $47.53
Recreation Coordinator 843 $38.17 $40.08 $42.09 $44.19 $46.40 $48.72

UNREPRESENTED PART-TIME SALARY SCHDULE
EFFECTIVE JANUARY 1, 2026
Classification Title Range Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Admin Intern I 801 $16.90 $17.75 $18.63 $19.56
Admin Intern II 802 $17.38 $18.25 $19.16 $20.12
Admin Intern III 803 $18.18 $19.09 $20.04 $21.05
Cashier Clerk 815 $16.90 $17.75 $18.63 $19.56
Crossing Guard 804 $16.90 $17.75 $18.63 $19.56
Event Services Aide 820 $20.50 $21.53 $22.60 $23.73
Graphic Designer II 730 $31.92 $33.51 $35.19 $36.95 $38.80 $40.74 Group Exercise Instructor I 808 $17.85
Group Exercise Instructor II 809 $26.25
Group Exercise Instructor III 810 $31.50
Group Exercise Instructor IV 811 $36.75
Lifeguard 816 $18.50 $19.43 $20.40 $21.42
Office Clerk (Temporary) 893 $16.90 $17.75 $18.63 $19.56 $20.54 $21.57 Planning Intern 803 $18.18 $19.09 $20.04 $21.05
Recreation Assistant II 804 $16.90 $17.75 $18.63 $19.56 Recreation Assistant II-Fitness 804 $16.90 $17.75 $18.63 $19.56 Recreation Assistant II-Membership Sales 804 $16.90 $17.75 $18.63 $19.56 Seasonal Aide 804 $16.90 $17.75 $18.63 $19.56
Senior Lifeguard Instructor 818 $22.50 $23.63 $24.81 $26.05 Senior Services Aide 820 $20.50 $21.53 $22.60 $23.73
Swim Instructor II 817 $20.50 $21.53 $22.60 $23.73
Typist Clerk II (Temporary) 890 $17.39 $18.26 $19.17 $20.13 $21.13 $22.19 EXHIBIT 4
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, December 2, 2025, 5:00 PM
CONSENT 25. To: Honorable Mayor and City Council From: Joshua Boudreaux, Director of Human Resources HR Administration Subject: CONSIDER ADOPTING RESOLUTION NO. 25-146, AMENDING THE CLASSIFICATION PLANAND RESOLUTION NO. 77-111 TO ADJUST THE SALARY RANGE FOR THE CODE ENFORCEMENTSUPERVISOR CLASSIFICATION (CITY COUNCIL) I. SUMMARY
Staff recomends complying with the required salary adjustment to the Code Enforcement Supervisor classiﬁcation resulting from the City Council's approval on November 5, 2025, to align the salary range of Code Enforcement Oﬃcer with the Code Enforcement & Collections Oﬃcer classiﬁcation for internal equity. This change triggers the supervisory pay differential requirement under the CPSA-SEIU MOU - Article III, Section 1.4, which states: "All classiﬁcations within this unit who have supervisory duties in the job speciﬁcations shall be assigned a salary range that is at least ﬁfteen percent (15%) higher at Stept F than Step F of the salry range of their highest paid subordinate."
II. RECOMMENDATION
CONSIDER ADOPTING RESOLUTION NO. 25-146, AMENDING THE CLASSIFICATION PLAN AND RESOLUTION NO. 77-111 TO ADJUST THE SALARY RANGE FOR THE CODE ENFORCEMENT SUPERVISOR

CLASSIFICATION (CITY COUNCIL)
III. ALTERNATIVES
TAKE another action that City Council deems appropriate.

IV. BACKGROUND
With the Council approved salary range parity adjustment, the Code Enforcement Oﬃcer classiﬁcation now has a Step F hourly rate of $56.77. The current Code Enforcement Supervisor Step F is $60.33, which reﬂects only a 6% differential, below the required 15%. Therefore, the Code Enforcement Supervisor salary range must be increased to restore compliance.

To meet the 15% supervisory differential, Step F for Code Enforcement Supervisor must be adjusted to approximately $56.77 x 1.15 = $65.29 (Step F). The recommended adjusted range is:

Step Current Rate New Rate
A $47.27 $51.15
B $49.63 $53.72
C $52.11 $56.41
D $54.72 $59.21
E $57.46 $62.18
F $60.33 $65.29
Both current incumbents are at Step F.

V. FISCAL IMPACT
The total ﬁscal impactst to the general fund is $18,887.68, which has already been budgeted for and incorporated in the Fiscal Year 2025-2026 adopted budget.

The table below demonstrates the impact effective from 11/5/25 – 6/30/26.

Item Calculation Result Additional salary per
supervisor
$4.96 x 1,360
hours $6,745.60
Number of incumbents at
Step F 2 -
Total Additional Salary (FY
25/26) $6,745.60 × 2$13,491.20
Burden Rate (PERS,
Medicare, Retiree Health,
etc.) @ 40%
$13,491.20 × 0.40$5,396.48
Total Fully Loaded FY Cost$13,491.20 +
$5,396.48 $18,887.68
VI. EXHIBITS

1. Resolution No. 25-146

Attachments
Resolution No. 25-146.pdf
Exhibit 1

RESOLUTION NO. 25-146

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

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

THE CODE ENFORCEMENT SUPERVISOR CLASSIFICATION

WHEREAS, Section 503 of the City’s Charter provides that the City Council shall determine, by ordinance or resolution, the amount and type of compensation to be paid to all City officers, department heads and employees; and
WHEREAS, The Director of Human Resources and Risk Management is authorized and directed under provisions of Sections 2797.1 of the Carson Municipal Code and Section II, Rule III of the City Personnel Rules to prepare and recommend position classification and compensation plans, after consultation with the affected Directors, which becomes effective upon approval by the City Council; and

WHEREAS, Rule III of the City of Carson Personnel Rules provides that modification to the classification plan, embodied in Resolution No. 77 -111, shall be made only after the authorized Human Resources staff members consults with the affected Directors and affected recognized employee organizations; and

WHEREAS, staff recommends complying with required sal ary adjustment to the CODE ENFORCEMENT SUPERVISOR classification resulting from the City Council ’s approval on November 5, 2025 to align the salary range of Code Enforcement Officer with the Code Enforcement & Collections Officer classification for internal e quity. The change is due to the supervisory pay differential requirement under the CPSA-SEIU MOU Article III, Section 1.4.

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

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

SECTION 1. The above recitals are true and correct.

SECTION 2. The Human Resources Director has consulted with affected departments and has met and conferred with representatives of the affected recognized employee organizations pursuant to the City’s obligations under the Meyers -Milias-Brown Act (MMBA) concerning the proposed salary.

SECTION 3. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

SECTION 4. The City Clerk shall certify to the adoption of this resolution and deem it effective as of December 2, 2025, the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 2nd day of December 2025

Lula Davis-Holmes, Mayor

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )
I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-146, was passed and approved by the City Council of the City of Carson at its meeting held on December 2, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council

CONSENT 26. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER ACCEPTING A $28,500 GRANT FROM THE SOUTH BAY CENTER FORCOUNSELING (SBCC), ADOPTING RESOLUTION NO. 25-136 AMENDING THE FISCAL YEAR 2025-26BUDGET ACCORDINGLY, AND APPROVING AMENDMENT NO. 4 TO THE 2022 SUBCONTRACT WITH SBCCTO EXTEND THE PREVENTION AND AFTERCARE PROGRAM FOR THE SECOND HALF OF FY 2025-26 (CITYCOUNCIL) I. SUMMARY
Since 2015, the City of Carson has received grant funding from the South Bay Center for Counseling (SBCC) to support the Prevention and Aftercare Program, a community-based effort designed to strengthen family resilience and promote healthy behaviors. These grants help the City provide services such as parent education, youth development activities, early intervention support, and other wellness programs for families. At the June 17, 2025, City Council meeting, the Council accepted a $28,500 grant from SBCC to support program activities from July 1, 2025 through December 31, 2025. Although the grant was accepted, the accompanying budget resolution, which is normally required to formally assign grant funds to the appropriate City accounts, was not included at that time.

SBCC has recently notiﬁed the City that it will award an additional $28,500 to continue program services for the period January 1, 2026, through June 30, 2026. To properly record the earlier award and accept the new funding, staff is requesting that the City Council adopt Resolution No. 25-136, which will formally allocate both grant amounts to the correct accounts in the City budget. In addition, the City Council is asked to approve the proposed Amendment No. 4 to the 2022 Subcontract between the City and SBCC. This amendment will allow the City to continue offering Prevention and Aftercare services without interruption during the new grant period.

II. RECOMMENDATION
TAKE the following actions:

1. ACCEPT a $28,500 grant from the South Bay Center for Counseling (SBCC) to support the Prevention and Aftercare Program, and ADOPT Resolution No. 25-136, "A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS";

2. APPROVE the proposed “Amendment No. 4 to the 2022 Subcontract for Prevention and Aftercare Program Activities and Services” between the City and SBCC (Exhibit No. 2; “Amendment No. 4"); and,

3. AUTHORIZE the Mayor to execute Amendment No. 4, following approval as to form by the City Attorney.

III. ALTERNATIVES

1. TAKE another action the City Council deems appropriate.

IV. BACKGROUND
Since 2008, the City of Carson has received a reimbursement grant from the South Bay Center for Counseling (SBCC) to support family-focused community programs. The funding initially supported the Prevention Initiative Demonstration Project and various Family Support programs, which created youth leadership opportunities and provided activities and workshops to help strengthen family relationships. In 2015, the City and SBCC partnered on a new effort called the Prevention and Aftercare Program. This program offers services such as family coaching, goal-setting support, and referrals for families in Carson and nearby communities. The goals of the program include:

Preventing child maltreatment before it occurs
Providing supportive services to families who may be at risk Increasing child safety and helping families remain together when issues can be successfully addressed through services
To support these services, SBCC holds a prime contract with Los Angeles County. The City of Carson serves as a service provider under that County contract. A new prime contract was executed by the County and SBCC on March 1, 2021, and the City entered into a subcontract with SBCC on the same date. That subcontract expired on June 30, 2022, and was replaced by a new subcontract effective July 1, 2022 (the “2022 Subcontract”). The 2022 Subcontract included a one-year initial term and options for up to three additional one-year extensions and one additional six-month extension, matching the term structure of the County’s prime contract.

On June 17, 2025, the City Council accepted a $28,500 grant from SBCC to operate the Prevention and Aftercare Program from July 1 through December 31, 2025. Although the Council accepted the funds, the required budget resolution to formally allocate the money to the correct City accounts was not completed at that time. The County has since extended the term of the prime contract through December 31, 2025, and is expected to extend it again for an additional 18 months. Based on this anticipated extension, SBCC has notiﬁed the City that it will award another $28,500 to support program services from January 1 through June 30, 2026.

To align the City’s subcontract with the updated County schedule, Amendment No. 4 to the 2022 Subcontract is proposed this evening. This amendment would extend the subcontract for six months, through June 30, 2026, and adjust the contract amount to include the new grant funding. A future Amendment No. 5 will be brought to the City Council at a later date to consider extending the subcontract further, through June 30, 2027, consistent with the County’s longer anticipated extension.

To allow the Prevention and Aftercare Program to continue without interruption, staff recommends that the City Council adopt Resolution No. 25-136, which formally allocates both the previously accepted grant funds and the new award. Staff also recommends City Council approval of the proposed Amendment No. 4 to the 2022 Subcontract with SBCC. Once the County ﬁnalizes its amendment with SBCC (expected December 8, 2025), the City Attorney’s Oﬃce will insert the effective date into the ﬁnal version of the proposed Amendment No. 4 so it may be fully executed.

V. FISCAL IMPACT
If the City Council approves staff’s recommendation, there will be no ﬁscal impact to the City’s General Fund. The revenue from this grant has already been included in the Fiscal Year 2025-2026 Operating Budget under Account No. 210-99-999-999-4513, which is the account used to record incoming grant funds for this program. All expenditures related to the grant will be charged to existing program accounts within the Youth & Family Services Division, as follows:
210-90-950-980-5002: Full-Time Salary: Covers staff time dedicated to delivering program services. 210-90-950-980-5501: Retirement: Reﬂects the City’s required retirement contributions for staff supported by the grant.
210-90-950-980-5502: Medical Beneﬁts: Covers the health insurance costs for staff funded by the program. 210-90-950-980-5503: Dental Insurance: Covers dental beneﬁts for program staff. 210-90-950-980-5505: Group Life Insurance: Covers life insurance beneﬁts for staff. 210-90-950-980-5510: Medicare: Reﬂects the City’s Medicare contributions for program staff.

All costs will be fully supported by the grant funding and do not require additional City resources.

VI. EXHIBITS

1. 2022 "Subcontract for Prevention and Aftercare Program Activities and Services" between the City and SBCC (City Contract No. C-22-104).

2. Proposed Amendment No. 4 to 2022 Subcontract.

3. Link to the Prime Contract between County and SBCC.

4. Draft Resolution No. 25-136 - Final

Attachments
Exhibit No. 1 - C-22-104 - 2022 SBCC Subcontract.pdf
Exhibit No. 2 - Draft Amendment No. 4 to 2022 Subcontract.pdf Exhibit No. 3 - Link to SBCC Prime Contract.pdf
Resolution 25-136 - Final.pdf

SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM ACTIVITIES

AND SERVICES
This SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM
ACTIVITIES AND SERVICES (" Subcontract") is made and entered into effective the 1st day of July, 2022, by and between the SOUTH BAY CENTER FOR COUNSELING, a California corporation ( hereafter " CONTRACTOR"), located at 540 N. Marine Ave., Wilmington, CA 90744, and the City of Carson, a California municipal corporation ( hereafter SUBCONTRACTOR"), located at 701 E. Carson St., Carson, CA 90745. Contractor and Subcontractor are sometimes referred to herein, individually or collectively, as " Party" or Parties."

RECITALS
A. The County of Los Angeles ( hereafter " COUNTY"), awarded CONTRACTOR a Contract for prevention and aftercare services (" Prime Contract"). The Prime Contract was entered into March 1, 2021, for an initial 16 -month term with four COUNTY options to extend the term for up to three additional one-year periods and one 6 -month period from July 1, 2022 through December 31, 2025.

B. In order to fulfill its obligations to COUNTY under the Prime Contract, CONTRACTOR desires to engage SUBCONTRACTOR to perform prevention and aftercare program activities and services.

C. CONTRACTOR did engage SUBCONTRACTOR for this purpose and said parties entered into a subcontract on March 1, 2021, which carried an initial 16 -month term and included three one- year options of CONTRACTOR to extend the term of said subcontract ( the 2021 Subcontract"). However, the 2021 Subcontract should have also included a fourth, 6 - month option to extend such that the term of the 2021 Subcontract, inclusive of all option periods, would be co - extensive with the term of the Prime Contract, inclusive of all option periods. The initial term of the 2021 Subcontract is set to expire on June 30, 2022, and in order to address the aforementioned discrepancy, CONTRACTOR and SUBCONTRACTOR intend to enter into this new Subcontract in lieu of CONTRACTOR exercising an option to extend the term of the 2021 Subcontract.

D. SUBCONTRACTOR desires to perform such work, in accordance with the Terms and Conditions of this Subcontract.

E. The Parties desire to formalize the selection of SUBCONTRACTOR for performance of those services defined and described particularly in Section 3.3 of this Subcontract 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 is hereby acknowledged, the Parties agree as follows:
01007. 0001/ 789794. 5

1. 0 PRIME CONTRACT
Notwithstanding any other provision of this Subcontract, this Subcontract is a Subcontract under the terms of the Prime Contract with the COUNTY and each and all of the provisions of the Prime Contract and any amendments thereto shall extend to and be binding upon the parties to this Subcontract. All representations and warranties contained in this Subcontract shall inure to the benefit of the COUNTY.

1. 1 The Prime Contract is attached as Exhibit " A" to this Subcontract.

2. 0 TERM OF SUBCONTRACT
The term of this Subcontract shall commence on July 1, 2022 and shall expire on June 30, 2023 (" Term"), unless terminated earlier pursuant to any of the conditions for termination in the Prime Contract. CONTRACTOR has the option to extend the term of this Subcontract thereafter for up to two ( 2) additional one ( 1) year periods and one ( 1) additional six ( 6) -month period, or as otherwise authorized by the Prime Contract.

3. 0 PAYMENT

3. 1 CONTRACTOR shall compensate SUBCONTRACTOR a total maximum contract sum not to exceed FIFTY- SEVEN THOUSAND DOLLARS 57, 000. 00) (" Contract Sum") for the Term of this Subcontract to provide the service designated in Section 3. 3 of this Subcontract.

3. 2 SUBCONTRACTOR shall invoice CONTRACTOR monthly in arrears for services provided. CONTRACTOR shall compensate SUBCONTRACTOR by check within sixty ( 60) days of receipt and approval of monthly invoice. At least seventy- five percent ( 75%) of the Contract Sum shall be expended by March 30, 2023. Should seventy-five percent ( 75%) of the Contract Sum not be expended by March 30, 2023, SUBCONTRACTOR shall submit in writing a ProgramPlan, which includes an activity timeline and projected expenditures, to CONTRACTOR to be approved by the Program Director. If the Program Plan is not approved, remaining contract funds will be subject to reallocation.

3. 3 SUBCONTRACTOR shall provide the following activities and services:

Family Coaching and Social Connection groups.

3. 4 SUBCONTRACTOR does not warrant that it has specialized training or experience under which it performs the services of this Subcontract.

3. 5 Payment to SUBCONTRACTOR will be:

3. 5. 1 Line Item Service Rate: The line item service rate is based on SUBCONTRACTOR' s budgeted cost for performing the activity/ service, which is submitted to CONTRACTOR at the beginning of the Term.

SUBCONTRACTOR' s costs includes but is not limited to staff' s salary, supplies, and mileage.
01007. 000 U789794. 5
Type of Service: Family Coaching and Social Connection groups

3. 6 CONTRACTOR shall have no obligation to pay for any work performed by SUBCONTRACTOR except for those services which are expressly authorized pursuant to this Subcontract and which are provided during the Term of this Subcontract.

3. 7 COUNTY shall not be liable or responsible in any way to SUBCONTRACTOR or its officers, employees and agents, for any compensation or cost related to this Subcontract.

3. 8 CONTRACTOR shall hold final contract payment until such time that all required reports, evaluation surveys, evaluation forms, and invoices with supporting documentation are submitted and approved.

3. 9 CONTRACTOR reserves the right to redistribute the unspent portion of the Contract Sum before the Subcontract expiration date, or when it is evident that SUBCONTRACTOR is not delivering the services/activities as per statement of work. The statement of work is drafted by SUBCONTRACTOR and describes with particularity the types of services to be performed by SUBCONTRACTOR.

4. 0 THIRD PARTY BENEFICIARY

4. 1 The Parties understand and agree that this Subcontract is entered into for the benefit of COUNTY, and that COUNTY is hereby expressly made a third party beneficiary of this Subcontract.

4. 2 Notwithstanding any other provision of this Subcontract, COUNTY does not intend for SUBCONTRACTOR to acquire any rights as a third party beneficiary of the Prime Contract.

5. 0 INSURANCE

5. 1 During the term of this Subcontract, SUBCONTRACTOR shall provide and maintain at its own expense the programs of insurance in Section 5. 2. Such programs and evidence of insurance shall be satisfactory to COUNTY and shall be primary to, and not contributing with, any other insurance maintained by the COUNTY. COUNTY will be endorsed and named as an additional insured on SUBCONTRACTOR' s liability insurance, except for Sections 5.2.5 and 5.2.6 below.

Certificates or other evidence of coverage shall be delivered to CONTRACTOR and to:

Sabrina Silva
Program Director
South Bay Center for Counseling
540 N. Marine Ave.

Wilmington, CA 90744
01007. 000 U789794. 5
And to:

DCFC Contracts Administration
425 Shatto Place, Room 400
Los Angeles, CA 90020
prior to commencing under this Subcontract, shall specifically identify this Subcontract, and shall contain the express condition that COUNTY is to be given written notice by registered mail at least thirty ( 30) days in advance of any modification or termination of insurance.

5. 2 Such insurance shall be endorsednaming COUNTY as an additional insured, except for Sections 5. 2. 5 and 5. 2. 6 below:

5. 2. 1 General Liability insurance written on a commercial general liability form covering the hazards of premises/ operations, contractual independent contractors, products/ completed operations, broad form property damage, and personal injury with a combined single limit of no less than one million dollars ($ 1, 000, 000) per occurrence.

5. 2. 2 Comprehensive auto liability endorsed for all owned, non -owned and hired vehicles with a combined single limit of no less one million dollars 1, 000, 000) per occurrence.

5. 2. 3 Insurance in an amount and form to meet all applicable requirements of the Labor Code of the Stateof California, including Employers Liability with one million dollars ($ 1, 000, 000) limit, covering all persons who provide services for CONTRACTOR.

5. 2. 4 Insurance covering liability arising from any error, omission, negligent or wrongful act of SUBCONTRACTOR, its officers, or employees with limits of not less than one million dollars ($ 1, 000, 000) per occurrence and three million dollars ($ 3, 000, 000) aggregate. The coverage also shall provide an extended two- year ( 2) reporting period commencing upon termination or cancellation of this Subcontract.

5. 2. 5 Insurance covering actual or alleged claims for sexual misconduct and/or molestation with limits of not less than two million dollars ($ 2, 000, 000) per claim and two million dollars ($ 2, 000, 000) aggregate, and claims for negligent employment, investigation, supervision, training or retention of, or failure to report to proper authorities, a person(s) who committed any act of abuse, molestation, harassment, mistreatment or maltreatment of a sexual nature.

5. 2. 6 Cyber liability insurance coverage with limits of not less than two million dollars ($ 2,000,000) per occurrence in the aggregate during the term of the Subcontract, including coverage for network security liability, privacy liability, privacy regulatory proceeding, defense, response, expenses and fines; technology professional liability ( errors and omissions); privacy 01007. 000 U789794. 5
breach expense reimbursement; system breach; denial or loss of service; introduction, implantation, or spread of malicious software code; unauthorized access to or use of computer systems; and data/ information loss and business interruption. No exclusion/ restriction for unencrypted portable devices/media may be on the policy. Coverage limits may be decreased only with the written approval of COUNTY' s program manager based upon the maximum number of sensitive records ( e. g., Social Security Number, Date of Birth, Name, Credit Card Information, etc.) collected, maintained or transmitted, per client, by each Subcontractor during each contract year.

5. 3 Notwithstanding any other provisions of this Subcontract, failure by SUBCONTRACTOR to procure and maintain the required insurance shall constitute a material breach of this Subcontract and CONTRACTOR may immediately terminate or suspend this Subcontract as a result thereof.

6. 0 TERMINATION -
SUBCONTRACTOR reserves the right to terminate this Subcontract at any time, with or without cause, upon thirty ( 30) days' written notice to CONTRACTOR, except that where termination is due to the fault of CONTRACTOR, the period of notice may be such shorter time as may be determined by SUBCONTRACTOR. In addition, CONTRACTOR reserves the right to terminate this Subcontract at any time, with or without cause, upon thirty ( 30) days' written notice to SUBCONTRACTOR, except that where termination is due to the fault of SUBCONTRACTOR, the period of notice may be such shorter time as CONTRACTOR may determine. Upon receipt of any notice of termination, SUBCONTRACTOR shall immediately cease all services hereunder except such as may be specifically approved by CONTRACTOR. SUBCONTRACTOR 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 CONTRACTOR.

7. 0 FORCE MAJEURE
Neither Party shall be liable for such Party' s failure to perform its obligations under and in accordance with this Subcontract, if such failure arises out of fires, floods, epidemics, quarantine restrictions, other natural occurrences, strikes, lockouts, freight embargoes, or other similar events to those described above, but in every such case the failure to perform must be totally beyond the control and without any fault or negligence of such Party.

8. 0 MISCELLANEOUS

8. 1 Severability. In the event that part of this Subcontract 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 portions of this Subcontract, 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 Subcontract meaningless. 01007. 0001/ 789794. 5

8. 2 Attorney' s Fees. If either Party to this Subcontract is required to initiate or defend or made a party to any action or proceeding in any way connected with this Subcontract, 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, whether or not the matter proceeds to judgment.

8. 3 Corporate Authority. The persons executing this Subcontract 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 Subcontract on behalf of said Party, ( iii) by so executingthis Subcontract, suchparty is formally bound to the provisions of this Subcontract, and (iv) the entering into this Subcontract does not violate any provision of any other agreement to which said Party is bound.

Signatures on the following page]
01007. 000 U789794. 5
IN WITNESS WHEREOF, the parties hereto have executed this Subcontract on the date( s) and year( s) set forth below, with express intent that this Subcontract shall be effective as of July 1, 2022.

Subcontractor:

CITY OF CARSON, a municipal corporation
64" ` ,
Lt/
a"
la Davis - Holmes, Mayor
Date:

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
BRJ]
Contractor:

Number:

SOUTH BAY CENTER FOR COUNSELING, a
California corporation
By:
s
inn oz, 1
Title: &' x e <<.- 4-1
Date: S / D 3' / z
By:.

NameL tl('?, i, DA F t_,ho
Title: Cc 1 viIoz
Date: J 1
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. 0401 / 789794. 3
IN WITNESS WHEREOF, the parties hereto have executed this Subcontract on the date( s) and year( s) set forth below, with express intent that this Subcontract shall be effective as of July 1, 2022.

Subcontractor:

ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
BRJ]
CITY OF CARSON, a municipal corporation
Lula Davis - Holmes, Mayor
Date:

Tax Identification Number:

Contractor:

SOUTH BAY CENTER FOR COUNSELING, a
California corporation
By:

Name: ff. ea In do c
Title: &- X e Cw A % Ji "' Ce -
Dal
I:

Title:

Date:

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. 000 U789794. 3

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

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
No Pub1'.e bao
On I a , 2022 before me, n G , , personally appeared LOO' ' proved to me on the basis of atisfactory evidence to b the person((a -whose names(s) is/are. su scribed to the within instrument and acknowledgedto me that 4w/she/they executedthe samein 4is/her/their authorizedcapacity(ios), and that by his/ her/ their- signature(,$)- on the instrument the person(&}, 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 Stateof California that the foregoing paragraph is true and correct.

ROSANNARIVERA
WITNESS my hand and official seal. COONotaryPublic -
CaliforniaLosAngelesCounty
Commission # 2357151
SignatuMy Comm. ExpiresMayti, 2025
r

OPTIONAL
Thoughthe databelow is not requiredby law, it mayprovevaluableto personsrelying onthe documentandcould prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLES)

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S)

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
01007. 0001/ 789794. 3

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed thedocumentto which this certificateis attached, andnot the truthfulness, accuracyor validity of thatdocument.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
rsianal Pvlot,,
Onr)
D2022 before me, „,,, Z;,,,,: , personally appeared L&, tr , proved tome on the basisof gatisfactoryevidenceto be the person(srj-whosenames(s)-is/afe subscribedto the within instrumentand acknowledged to me that 4e/ she/413v-y executed the same in 44s/her/the4 authorized capacity(iea), and that by his/her/their signature(o on the instrumentthe person(o, or the entity upon behalf of which the persons'} acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the Stateof California that the foregoing paragraph is true and correct.
i0my

ROSANNA
RIVERAWITNESSmy hand and official seal. Notary Public - California LosAngelesCounty
Commission # 2357151
SignatuC A A
y COMM. ExpiresMay11, 2025
sw r. r

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

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE( S)

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S)

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
01007. 0001/ 789794. 3

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE
CERTIFICATE NO. ISSUE DATE
GL1- 10100 Al CERTIFICATE OF COVERAGE 1
06/ 25/ 2021

HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR Public Risk Innovation, ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A

CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE Solutions, and Management CERTIFICATE HOLDER.

C/ O ALLIANT INSURANCE SERVICES, INC.

IMPORTANT: If the certificateholderis anADDITIONALINSUREDand/or requestinga WAIVEROFPO BOX 6450 NEWPORT BEACH, CA 92658- 6450 SUBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does of confer rights to the certificate holder in lieu of such endorsement( s).

PHONE ( 949) 756- 0271 / FAX ( 619) 699- 0901

COVERAGE
A- Public Risk Innovation, Solutions, and Management
LICENSE # OC36861

AFFORDED
Member: COVERAGE

CITY OF CARSON AFFORDED B
ATTN: ROOBIK GALOOSIAN COVERAGE
701 CARSON STREET AFFORDED C
CARSON, CA 90745

COVERAGE

AFFORDED D
Coverages

THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR

THE PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO TYPE OF COVERAGE MEMORANDUM COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS

LTR NUMBER DATE DATE
A X Excess General Liability PRISM PE 21 EL - 115 07/ 01/ 2021 07/ 01/ 2022 2, 000, 000 X Auto Liability 1, 000, 000
Limits inclusive of the Member' s
Self - Insured Retention of
250, 000
Description of Operations/ LocationsNehicles/ Special Items:

AS RESPECTS AGREEMENT BETWEEN CITY OF CARSON AND SOUTH BAY CENTER FOR COUNSELING AND COUNTY OF LOS ANGELES FOR THE ADMINISTRATION OF THE SAFE CHILDREN AND STRONG FAMILIES PREVENTION AND AFTERCARE PRGRAM SERVICES.

COVERAGE FOR SEXUAL MISCONDUCT IS INCLUDED IN THE EXCESS GENERAL LIABILITY LIMITS SUBJECT TO TERMS, CONDITIONS AND

EXCLUSIONS OF THE MEMORANDUM OF COVERAGE

COUNTY OF LOS ANGELES, ITS SPECIAL DISTRICTS, ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL COVERED PARTIES, BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED.

Cancellation
Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS.

SOUTH BAY CENTER FOR COUNSELING
ATTN: PROGRAM DIRECTOR
AUTHORIZED REPRESENTATIVE540 N MARINE AVE
WILMINGTON, CA 90744
Public Risk Innovation, Solutions, and Management
PAGE 1 OF 2
ENDORSEMENT NO. U- 1

PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENI
GENERAL LIABILITY 1

ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT
It is agreed that the `Covered Party, Covered Persons or Entities" section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated.

Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract.

ADDITIONAL COVERED PARTY:

NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS:

PER ATTACHED CERTIFICATE OF COVERAGE
It is further agreed that nothing herein shall act to increase PRISM' s limit of liability.

This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged.

Effective Date:

Issued to: ALL MEMBERS
Issue Date: June 25, 2021
bl Ils&
AtForized Representative
Public Risk Innovation, Solutions, and Management
Memorandum No.: PRISM 21 EL - 00
PAGE 2 OF 2
THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIODINDICATED.

NOTWITHSTANDINGANYREQUIREMENT, TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHISCERTIFICATEMAYBEISSUEDORMAY PERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONSANDCONDITIONSOFSUCHPOLICIES. LIMITSSHOWNMAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

ADDL SUER POUCYEFF POLICY EXP

LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MWDDNYYY MMID LIMITS

R CERTIFICATE OF LIABILITY INSURANCE
DATEE5IMM/DD/YYYY),
28/ 2021
THISCERTIFICATEIS ISSUEDASA MATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER. THIS

CERTIFICATEDOESNOTAFFIRMATIVELYOR NEGATIVELYAMEND, EXTENDOR ALTERTHE COVERAGEAFFORDEDBYTHEPOLICIES BELOW. THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEA CONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: if the certificate holder is an ADDITIONALINSURED, the policy(ies) must haveADDITIONALINSUREDprovisionsor be endorsed. If SUBROGATIONISWAIVED, subjectto thetermsandconditionsof thepolicy, certainpoliciesmayrequireanendorsement. A statementon this certificatedoesnot conferrights to the certificateholderin lieu of such endorsement(s).

PRODUCER

CONTACT
NAME:

Armando Vieyra
Alliant Insurance Services, Inc. PHONE
949 660 5930
FAX {
619) 699- 0901ac No
JAIC1301Dove Street, Suite 200E-
MAILExt):

E - MIL avieyra@alliant. com
ADDRESS:

Newport Beach, CA 92660- 2436
MED EXP( Arty— prion) S
PH: ( 949) 756- 0271
INSURER ($) AFFORDING COVERAGE AIIN #
License # OC36861 INSURER A: Beazley Syndicate 2623 & 623 AA - 1128623

INSURED
PublicRiskInnovation, Solutions, andManagement (PRISM) andits INSURERB:

PERSONAL B ADV INJURY S
member agencies as endorsed:

INSURER C:

City of Carson
INSURER D:

INSURER E:

ATTN: Roobik Galoosian
GENL AGGREGATE LIMIT APPLIES PER:

P( XIL' Y I L.

Lel JECT L!
701 Carson Street
Carson, CA 90745 INSURER F:

THISIS TO CERTIFYTHATTHE POLICIESOF INSURANCELISTEDBELOWHAVEBEENISSUEDTO THE INSUREDNAMEDABOVEFORTHE POLICYPERIODINDICATED.

NOTWITHSTANDINGANY REQUIREMENT, TERMOR CONDITIONOFANY CONTRACTOR OTHER DOCUMENTWITH RESPECTTO WHICHTHIS CERTIFICATEMAYBE ISSUEDORMAY PERTAIN, THE INSURANCEAFFORDEDBYTHE POLICIESDESCRIBEDHEREINIS SUBJECTTOALLTHE TERMS, EXCLUSIONSAND CONDITIONSOF SUCHPOLICIES. LIMITSSHOWNMAY HAVE BEEN REDUCEDBY PAID CLAIMS.

INSR

ADDL SUER POUCYEFF POLICY EXP

LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MWDDNYYY MMID LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S
I RENTEDPREMISES (Ea SCLAIMS. lUDE OCCUR
MED EXP( Arty— prion) S

PERSONAL B ADV INJURY S
GENL AGGREGATELIMIT APPLIESPER:

P( XIL' Y I L.

Lel JECT L!
GENERALAGGREGATE $
PRODUCTS. COVP' OW AGG $
S
OTHER-

AUTOMOBILE LIABILITY
Colt8INE0 SINGLE LIMIT
Ea aW MA) $
BODILY INJURY IPe Polson) $

ANY AUTO
BODILY INJURY ( Ptt acA- I) SAUTOS ONLYVSCHEDULEDAUTOS

PROPERTY DAMAGE
YlHUMBRELLALIAB

UNN- ED
EDAUTOSONLYS( Puactitl
EACH

OCCURRENCEEXCESS

AGGREGATE
SLIAR

DEO I I RETENTIONS
S

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YM

ER STATNE
UTH
ER
E. L. EACH ACCIDENT SANY PROPRIETOWPARTNERIEXECUTIVE
OFFICER'MEAIBEREXCLUDED?
Mamlatoryin NH)
N/ A
E. 1- DISEASE - EA EMPLOYEE S
EL DISEASE - POLICY LIAIT $ Ify— tln-'" Z'
DESCRIPTKN OF OPERATIONS M! av
A
OTHER: CYBER LIABILITY

LAIMS MADE AND REPORTED POLICY
RETROACTIVE DATE: MARCH 31, 2010
N/ A N/ A FN2133951
7/ 1/ 2021 7/ 1/ 2022
MEMBER LIMIT: S 2, 000, 000
POLICYANNUAL AGGREGATE g 25, 000, 000
DESCRIPTIONOFOPERATIONSI LOCATIONSI VEHICLES (ACORD101, AdditionalRemarksSchedule, maybeattachedif morespaceis required) Re: AsrespectsagreementbetweenCityof CarsonandSouthBayCenterfor CounselingandCountyof LosAngelesfor the administration of the safechildrenandstrongfamiliespreventionandaftercareprogramservices. Subjectto policylimits, terms, conditionsand exclusions. Breach Response costs are sub- limited. * Retroactive and Continuity date: A. March 31, 2010 or the effective of coveragefor a specific member added subsequent to a renewal. ** The total policy annual aggregate limits are shared by all members of the policy.

The member limit applies to all members of City of Carson combined and not per member.

CCOTICI(' ATF wni nFR CANCELLA I IUN

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE FOR THE PURPOSE OF EVIDENCE ONLY: THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

South Bay Center for Counseling

AUTHORIZED REPRESENTATIVE
540 N. Marine Ave.

Wilmington, CA 90744 JI
1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORDnameand logo are registered marks of ACORD CERTIFICATE NO. ISSUE DATE
GL1- 10087 Al CERTIFICATE OF COVERAGE 06/ 25/ 2021

CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

C/ O ALLIANT INSURANCE SERVICES, INC.

If the certificate holder is an ADDITIONAL INSURED and/or requesting a WAIVER OFPO BOX 6450IMPORTANT:

NEWPORT BEACH, CA 92658- 6450 UBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does of confer rights to the certificate holder in lieu of such endorsement( s).

PHONE ( 949) 756- 0271 / FAX ( 619) 699- 0901

COVERAGE
A- Public Risk Innovation, Solutions, and Management
LICENSE # OC36861

AFFORDED
Member: COVERAGE

CITY OF CARSON AFFORDED B
ATTN: ROOBIK GALOOSIAN COVERAGE
701 CARSON STREET AFFORDED C
CARSON, CA 90745

COVERAGE

AFFORDED U
Coverages

THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR

CO TYPE OF COVERAGE MEMORANDUM COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS

LTR NUMBER DATE DATE
A X Excess General Liability PRISM PE 21 EL - 115 07/ 01/ 2021 07/ 01/ 2022 2, 000, 000 rX AutoLiability 1, 000, 000
Limits inclusive of the Member' s
Self - Insured Retention of
250, 000
Description of Operations/ LocationsNehicles/ Special Items:

AS RESPECTS AGREEMENT BETWEEN CITY OF CARSON ( SUBCONTRACTOR) AND SOUTH BAY CENTER FOR COUNSELING AND LOS

ANGELES COUNTY FOR THE ADMINSTRATION OF THE SAFE CHILDREN AND STRONG FAMILIES PREVENTION AND AFTERCARE PROGRAM SERVICES.

COVERAGE FOR SEXUAL MISCONDUCT IS INCLUDED IN THE EXCESS GENERAL LIABILITY LIMITS. SUBJECT TO TERMS, CONDITIONS AND EXCLUSION OF THE MEMORANDUM OF COVERAGE.

LOS ANGELES COUNTY, ITS SPECIAL DISTRICTS, ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS, ARE INCLUDED AS ADDITIONAL COVERED PARTIES, BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED.

Cancellation
Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE W IL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS.

LOS ANGELES COUNTY

DEPARTMENT OF CHILDREN AND FAMILY SERVICES

AUTHORIZED REPRESENTATIVEDCFS CONTRACTS ADMINISTRATION
425 SHATTO PL, RM 400
LOS ANGELES, CA 90020
Public Risk Innovation, Solutions, and Management
PAGE 1 OF 2
ENDORSEMENT NO. U- 1

PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
GENERAL LIABILITY 1

ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT
It is agreed that the ' Covered Party, Covered Persons or Entities" section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated.

Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract.

ADDITIONAL COVERED PARTY:

NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS:

PER ATTACHED CERTIFICATE OF COVERAGE
It is further agreed that nothing herein shall act to increase PRISM' s limit of liability.

This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged.

Effective Date: Memorandum No.: PRISM 21 EL - 00
Issued to: ALL MEMBERS
Issue Date: June 25, 2021
A orized Representative
Public Risk Innovation, Solutions, and Management
PAGE 2 OF 2
A
ROI

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MMIDD/ YYYY)
7/ 28/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92560- 2436

CONTACT
Armando Vieray

PHONE FAX
A/ c No Ext: ( 949) 660- 5930 AIC No): ( 619) 699- 0901

E- MAIL
avieyra@alliant. comADDRESS:

INSURER( S) AFFORDING COVERAGE AIIN #
PH: ( 949) 756- 0271
INSURERA: BeazleySyndicate 2623 & 623 AA - 1128623License # OC36861

INSURED
Public Risk Innovation, Solutions, and Management ( PRISM) and its INSURER B:

INSURER C:
member agencies as endorsed:

INSURER D:

City of Carson
ATTN: RoobikGaloosian
INSURER E:
701 Carson Street
Carson, CA 90745 INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.

NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADOL SUER POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WYD POLICY NUMBER RAMMDA' YYY) MIWDONYrO LIMITS COMMERCIAL GENERAL LU101LITY EACH OCAXIRRENCE $
GYAIMS, AIADE UIX; UR DAMAGE T ) O RENTED PREMISES ( EJ orarmncoS
MED EXP J" ms Person) S
PERSONAL 8 ADV INJURY S
GENERAL AGGREGATE $ GENL AGGREGATE LILRT APPLIES PER:

PUUCY
JECCT-
LOC PRODUCTS- COMP/ OP AGG f
fUTHEIL

AUTOMOBILE LIABILITY
COVRIN. SINGLE LIMIT
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BODILY INJURY( P. P--) $ ANY AUTO
BODILY INJURY ( Pe x. kim) fOWNED AUTOS ONLY SCHEDULEDAUTOS

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PROPERTY DAMAGE
Pa mxkknl) f
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UMBRELLA LUIS OCCUR EACH OCCURRENCE $
AGGREGATE $ EXCESS LIAO CLAIMS - MADE

DED I I RETENTIONS

WORKERS COMPENSATION

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C -

AND EMPLOYERS' LABILITY YM ER
EL EACHACCIDENi
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ANY PROPRIETORPARTA' ERSXECUTIVE
aOFFICERIMEMBER EXCLUDED?
WA
E. 1- DISEASE - EA EMPLOYEE $ MaIMNoryin NH)
11y- d— rft inder
DESCRIPTION OF OPERATIONS t G]- E. L DISEASE - POLICY LV. AT f OTHER: CYBER LIABILITY 7/ 1/ 2021 7/ 1/ 2022 1 "`
MEMBER LIMIT: S 2, 000, 000
A CLAIMS MADE AND REPORTED POLICY N/ A N/ A FN2133951
RETROACTIVE DATE: MARCH 31, 2010 POLICYANNUAL AGGREGATES 25, 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: As respects agreement between City of Carson ( Subcontractor) and South Bay Center for Counseling and County of Los Angeles for the administration of the safe children and strong families prevention and aftercare program services. Subject to policy limits, terms, conditions and exclusions. Breach Response costs are sub- limited. * Retroactive and Continuity date: A. March 31, 2010 or the effective of coverage for a specific member added subsequent to a renewal. ** The total policy annual aggregate limits are shared by all members of Ithepolicy. ***The member limit applies to all members of City of Carson combined and not per member.

CERTIFICATE HOLDER CANCELLATION
FOR THE PURPOSE OF EVIDENCE ONLY: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

Department of Children and Family Services AUTHORIZED REPRESENTATIVE DCFS Contracts Administration
425 Shatto PI, Rm 400 I i
Angeles, CA 90020 l yfLos An g
1988- 2015 ACORD CORPORATION. All rights reserved. ACORD 25 ( 2018103) The ACORD name and logo are registered marks of ACORD

01007.0001 2066020.3
AMENDMENT NO. 4
TO 2022 SUBCONTRACT FOR PREVENTION AND AFTERCARE PROGRAM

ACTIVITIES AND SERVICES
This Amendment No. 4 to 2022 Subcontract for Prevention and Aftercare Program Activities and Services (“Amendment No. 4”) by and between the SOUTH BAY CENTER FOR COUNSELING, a California corporation (“Contractor”) and the CITY OF CARSON, a California municipal corporation (“Subcontractor”) is effective as of the ________ day of _________, 2026.

Contractor and Subcontractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as “Parties.”

RECITALS
A. The County of Los Angeles (“County”) and Contractor entered into Contract Number 21 -03-08 for prevention and aftercare services (CFDA No. 93.556) (the “Prime Contract”), whereby the County provided certain funding to Contractor for the provision of certain prevention and aftercare services to County residents.

B. The Prime Contract was entered into March 1, 2021, for an initial 16 -month term through June 30, 2022, with four County options to extend the term of the Prime Agreement for up to three additional one -year periods and one 6 -month period, from July 1, 2022 through December 31, 2025 . County exercised its first option to extend the term of the Prime Contract from July 1, 2022 through June 30, 2023, its second option to extend the term of the Prime Contract from July 1, 2023 through June 30, 2024, its third option to extend the term of the Prime Contract from July 1, 2024 through June 30, 2025 , and its fourth option to extend the term of the Prime Contract from July 1, 2025 to December 31, 2025.

C. In order to fulfill its obligations under the Prime Contract, Contractor entered into a subcontract with Subcontractor effective March 1, 2021, which carried an initial 16-month term through June 30, 2022, and included three one -year options of Contractor to extend the term of said subcontract (the “2021 Subcontract”). However, the 2021 Sub contract should have also included a fourth, 6-month option to extend such that the term of the 2021 Subcontract, inclusive of all its option periods, would be co -extensive with the term of the Prime Contract, inclusive of all its option periods.

D. In order to address this discrepancy, upon expiration of the initial 16 -month term of the 2021 Subcontract, the parties entered into a new “Subcontract for Prevention and Aftercare Program Services and Activities” effective July 1, 2022 (the “ 2022 Subcontract”), whereby Contractor engaged Subcontractor to perform certain prevention and aftercare services as described in Section 3.3 of the 2022 Subcontract (the “Services”) in exchange for compensation in the amount of $57,000 (the “Contract Sum”) for the ini tial one -year term of the 2022 Subcontract, from July 1, 2022 through June 30, 2023. The 2022 Subcontract, at Section 2.0, provided Contractor with options to extend the term of the 2022 Subcontract beyond June 30, 2023 for up to two one -year periods and one additional six -month period (which options, collectively, would extend the term th rough December 31, 2025), or as otherwise authorized by the Prime Contract.

01007.0001 2066020.3

E. Effective July 1, 2023, Contractor and Subcontractor entered into Amendment No. 1 to the 2022 Subcontract to (i) exercise Contractor’s first option to extend the t erm of the 2022 Subcontract by one year, from July 1, 2023 through June 30, 2024, to correspond with the above- referenced extension of the term of the Prime Contract for said period, and (ii) increase the Contract Sum by $57,000 for the one-year extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $ 57,000 to $11 4,000, and made other minor related modifications.

F. Effective July 1, 2024, Contractor and Subcontractor entered into Amendment No. 2 to the 2022 Subcontract to (i) exercise Contractor’s second option to extend the term of the 2022 Subcontract by one year from July 1, 2024 through June 30, 2025, to correspond with the above - referenced extension of the term of the Prime Contract for sai d period, and (ii) increase the Contract Sum by $57,000 for the one-year extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $114,000 to $171,000 and make other minor related modifications.

G. Effective July 1, 2025, Contractor and Subcontractor entered into Amendment No. 3 to the 2022 Subcontract to (i) exercise Contractor’s third and final option to extend the term of the 2022 Subcontract by one additional six-month period from July 1, 2025 through December 31, 2025, to correspond with the above -referenced extension of the Term of the Prime Contract for said period, and (ii) increase the Contract Sum by $28,500 for the six -month extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $171,000 to $199,500.

H. Effective ___________ ____, 202_ , County and Contractor entered into an amendment to the Prime Contract, whereby the term of the Prime Contract was extended by one additional eighteen-month period, from January 1, 2026 through June 30, 2027.

I. Accordingly, Contractor and Subcontractor now desire to amend the 2022 Subcontract to (i) extend the term of the 2022 Subcontract by one additional six -month period, from January 1, 2026 through June 30, 2026, and (ii) increase the Contract Sum by $28,500 for the six-month extension period, thereby increasing the total Contract Sum of the 2022 Subcontract from $199,500 to $228,000.

TERMS

1. Contract Changes . The 2022 Subcontract is amended as provided herein (strikethrough represents deleted language while bold italics represents added language).

A. Section 2.0, “TERM OF SUBCONTRACT,” is amended as follows:

“The term of this Subcontract shall commence on July 1, 2022 and shall expire on June 30, 2026 December 31, 2025 (“Term”), unless terminated earlier pursuant to any of the conditions for termination in the Prime Contract.”

B Section 3.1 is amended as follows:

01007.0001 2066020.3
“CONTRACTOR shall compensate SUBCONTRACTOR a total maximum contract sum not to exceed TWO HUNDRED TWENTY-EIGHT THOUSAND DOLLARS ($228,000)

ONE HUNDRED NINETY -NINE THOUSAND FIVE HUNDRED DOLLARS
($199,500.00) (“Contract Sum”) for the Term of this Subcontract to provide the service designated in Section 3.3 of this Subcontract with compensation as follows for each of the following fiscal year periods of the Term of this Subcontract:

For July 1, 2022 through June 30, 2023:

For July 1, 2023 through June 30, 2024:

For July 1, 2024 through June 30, 2025:

For July 1, 2025 through December 31, 2025:

For January 1, 2026 through June 30, 2026:
$57,000
$57,000
$57,000
$28,500
$28,500”

2. Continuing Effect of Subcontract. Except as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 , and this Amendment No. 4 , all provisions of the 2022 Subcontract shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term “Subcontract” appears in the 2022 Subcontract in reference to the 2022 Subcontract , it shall mean the 2022 Subcontract, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 4 to the 2022 Subcontract.

3. Affirmation of Subcontract; Warranty Re Absence of Defaults. Contractor and Subcontractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the 2022 Subcontract. Each party represents and warrants to the other that there have been no written or oral modifications to the 2022 Subcontract other than as provided herein. Each party represents and warrants to the other that the 2022 Subcontract is currently an effective, valid, and binding obligation.

Subcontractor represents and warrants to Contractor that, as of the date of this Amendment No. 4, Contractor is not in default of any material term of the 2022 Subcontract 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 2022 Subcontract.

Contractor represents and warrants to Subcontractor that, as of the date of this Amendment No. 4, Subcontractor is not in default of any material term of the 2022 Subcontract 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 2022 Subcontract.

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

01007.0001 2066020.3

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

6. Counterparts. This Amendment No. 4 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 4.

[signatures on the following page]

01007.0001 2066020.3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on the date and year first-above written.

SUBCONTRACTOR:

CITY OF CARSON, a California 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
[brj; mav]
CONTRACTOR:

SOUTH BAY CENTER FOR COUNSELING, a
California corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 540 N. Marine Ave.

Wilmington, CA 90744

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the foll owing groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.

01007.0001 2066020.3

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

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

01007.0001 2066020.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

SBCCPrimeContract.pdf
(Exhibit No. 3 - Link to 210-page Prime Contract)

RESOLUTION NO. 25-136

A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025/26 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS WHEREAS, the City Council adopted the Fiscal Year (FY) 2025/26 budget on June 17, 2025, for the General Fund and the Special Event Funds of the City via Resolution No. 25-076; and

WHEREAS, the City Council desires to amend the Fiscal Year 2025/26 budget; and

WHEREAS, the City Council has determined it necessary to amend the FY 2025/26 General Fund budget and Special Revenue Funds 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 FY 2025-26 budget.

Account Number Description Increase/Decrease
210-90-950-980-5002

Youth & Family Services/
FT Salary
$41,277
210-90-950-980-5501 Youth & Family Services/
Retirement
$5,070
210-90-950-980-5502 Youth & Family Services/
Medical Benefits
$9,623
210-90-950-980-5503 Youth & Family Services/ Dental
Insurance
$397
210-90-950-980-5505 Youth & Family Services/
Group Life Insurance
$35
210-90-950-980-5510 Youth & Family Services/
Medicare
$598

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 December 2, 2025, the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 2nd day of December, 2025.

APPROVED

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

ATTEST:

______________________________
Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )

I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-136 adopted by the City of Carson City Council at its meeting held on December 2, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMEBES:

ABSENT: COUNCIL MEMBERS:

_______________________________
Dr. Khaleah K. Bradshaw, City Clerk

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, December 2, 2025, 5:00 PM
CONSENT 27. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Operations Subject: CONSIDER AWARDING A CONTRACT SERVICES AGREEMENT TO WATERLINETECHNOLOGIES, INC., TO PROVIDE AND DELIVER POOL CHEMICALS FOR THE CITY OF CARSON'SPOOLS, FOUNTAINS, SPLASH PAD, AND AQUATIC CENTERS (CITY COUNCIL) I. SUMMARY
On August 13, 2025, the City issued Invitation for Bids (IFB) No. 25-12 (Exhibit No. 1) seeking qualiﬁed companies to supply and deliver pool chemicals for the City’s pools, aquatic centers, splash pad, and decorative fountains. An Invitation for Bids is a formal process the City uses to request competitive pricing from vendors. When the IFB closed on September 4, 2025, the City received ﬁve bids (Exhibit No. 2). After completing a thorough review and evaluation of all submissions, staff identiﬁed Waterline Technologies, Inc. (Waterline) as the lowest responsive and responsible bidder (Exhibit No. 3). A responsive bidder is one that submits all required documents, and a responsible bidder is one that has the capability, experience, and reliability to perform the work successfully. Based on this evaluation, staff recommends awarding Waterline Technologies, Inc. a ﬁve-year Contract Services Agreement for a not-to-exceed total of $300,000, which averages approximately $60,000 per year over the life of the contract (Exhibit No. 4). This agreement will ensure the City has a reliable supplier for pool chemicals needed to safely operate its aquatic facilities.

II. RECOMMENDATION
TAKE the following actions:

1. AWARD and APPROVE a proposed ﬁve-year Contract Services Agreement between the City of Carson and Waterline Technologies, Inc., to provide and deliver pool chemicals for the City's aquatic facilities, splash pad, and fountains for a total, not-to-exceed Contact Sum of $300,000.00 (Exhibit No. 4; “Agreement”); and,

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

III. ALTERNATIVES

1. TAKE another action City Council deems appropriate.

IV. BACKGROUND
The Community Services/Recreation/Park Maintenance Department is responsible for the care and upkeep of the City’s aquatic facilities, which include the Carson Park Pool, Foisia Park Pool, Dominguez Aquatic Center, Hemingway Aquatic Center, the splash pad at Carson Park, and the fountains located at City Hall and the Carson Event Center. These facilities are maintained by the Park Maintenance Division. To keep these amenities safe, sanitary, and fully operational, and to comply with regulations set by the Los Angeles County Department of Public Health, the City must regularly purchase and maintain an ongoing supply of pool chemicals. These chemicals are used to keep pool water clean, disinfected, and properly balanced. They include, but are not limited to:

Sodium Hypochlorite (UN 1791): A liquid chlorine solution used to disinfect pool water.

Hydrochloric Acid (UN 1789, also known as Muriatic Acid): Used to lower pH levels to keep water chemistry balanced and safe for swimmers.

Pool-grade Sodium Bicarbonate: Added to stabilize alkalinity in pool water.

Chlorine Tablets: Slow-dissolving tablets used for continuous disinfection.

On August 13, 2025, the City issued Invitation for Bids (IFB) No. 25-12 to seek qualiﬁed vendors to supply and deliver these materials. An Invitational for Bids is a formal competitive process required under the Carson Municipal Code (CMC), where the City must award the contract to the lowest responsive and responsible bidder unless all bids are rejected. A responsive bidder is one that submits all required documents and meets the bid speciﬁcations, while a responsible bidder is one that has the proven ability, reliability, and capacity to perform the work.

The IFB closed on September 4, 2025, and the City received ﬁve bids. In accordance with CMC 2611(b), a staff evaluation panel reviewed and ranked all submissions based on the evaluation criteria detailed in the IFB (pages 6- 7). After the evaluation, three of the ﬁve bids were determined to be non-responsive or not responsible, meaning they did not meet the required qualiﬁcations or did not submit complete or compliant bid materials. Of the two remaining qualiﬁed bidders, Waterline Technologies, Inc. submitted the lowest overall cost. Based on these ﬁndings, staff recommends awarding a ﬁve-year Contract Services Agreement to Waterline Technologies, Inc. for a not-to-exceed amount of $300,000, which will ensure consistent, reliable delivery of the pool chemicals needed to maintain all of the City’s aquatic facilities.

V. FISCAL IMPACT
Funding for this service is included in the adopted FY 2025-26 Community Services Operating Budget, and ongoing costs will be incorporated into future operating budgets. The expenses will be charged to Account No. 101-90-950- 605-6004, which is the budget line used for purchasing pool chemicals and related supplies.

VI. EXHIBITS

1. IFB 25-12 Packet

2. IFB 25-12 Bid Register

3. Waterline Technologies, Inc. Bid for IFB 25-12

4. Proposed Contract Services Agreement between City of Carson and Waterline Technologies, Inc.

Attachments
IFB 25-12 - FINAL 081325.pdf
BID REGISTER - IFB 25-12.pdf
WATERLINE BID - IFB 25-12.pdf
(Waterline Technologies) Agreement (IFB 25-12)(2065262.4).pdf 1 CITY OF CARSON

NOTICE OF INVITATION FOR BIDS (IFB): #25-12

Notice is hereby given that the Purchasing Manager is seeking bids for:

AQUATIC POOL CHEMICAL SUPPLY AND DELIVERY

ISSUE DATE: 08/13/2025
Q&A DEADLINE: 08/26/2025 by 2:00PM
MANDATORY SITE VISIT 08/25/2025 at 9:00AM
IFB DEADLINE: 09/04/2025 by 2:00PM
Register as a vendor and submit electronic responses via PlanetBids:

https://www.planetbids.com/portal/portal.cfm?CompanyID=32461.

No late responses will be accepted. Any 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 t he solicitation and the announcement of the award determination, may result in disqualification from the selection process.

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

Josilla Togiola, Purchasing Manager

2 A. SUMMARY
The City of Carson (“City”) is soliciting sealed bids from qualified vendors for the supply and delivery of bulk and packaged pool chemicals, including UN 1791 (Sodium Hypochlorite), UN 1789 (Hydrochloric Acid), Chlorine Tablets, and Sodium Bicarbonate, on an as needed and scheduled basis. The selected Contractor shall provide all labor, equipment, materials, and transportation necessary to deliver, pump, and transfer chemicals into the City's designated pool facility tanks over a five (5) fiscal year contr act period. Deliveries must be made in accordance with all applicable regulations and the terms of this IFB.

Incorporated as a general law city on February 20, 1968, the City of Carson became a California charter city on November 6, 2018, following voter approval. As one of the youngest municipalities in the South Bay region of Los Angeles County, Carson has grown significantly —from a population of 61,000 in 1968 to nearly 100,000 residents today. The City spans 19.2 square miles and is located less than 20 miles south of downtown Los Angeles.

Carson is a culturally diverse and strategically located community with exceptional accessibility.

The City is served by four major freeways—the Harbor (110), San Diego (405), Artesia (91), and Long Beach (710) —and is conveniently near Los Angeles Internat ional Airport, Long Beach Airport, the Port of Los Angeles, and the Port of Long Beach. Public transportation options include the MTA Bus Line and the City-operated Carson Circuit, providing efficient local transit.

Known for its modern infrastructure and business-friendly environment, Carson is home to major petrochemical, electronics, automotive, aerospace, trucking, and high -tech industries. Many companies headquartered here have received regional and local beautification awards. Through strong public-private partnerships, Carson continues to foster economic vitality and a promising future.

B. GENERAL IFB POLICIES
The City of Carson reserves the right to modify this Invitation for Bids (IFB) at its sole discretion.

Any revisions or clarifications will be issued in writing through official addenda via PlanetBids.

Oral communications or modifications will not be recognized. All addenda released during the solicitation period shall become part of this IFB.

Bids must be submitted electronically through the City’s online bid management system (PlanetBids) by the specified due date and time. The City reserves the right to take any action deemed to be in its best interest.

Bids may be withdrawn w ithout penalty prior to the deadline by selecting the “Withdraw” option on Planet Bids. Once the deadline has passed and bids are opened by the Purchasing Manager or designee, submissions may not be withdrawn for a period of ninety (90) calendar days.

No contract shall exist unless and until the City Council formally awards a contract and full execution has occurred. If awarded, the contract is anticipated to be executed within approximately ninety (90) calendar days following the bid due date.

Unless otherwise stated, all documents must be submitted in PDF format. It is the sole responsibility of the bidder to ensure that all documents are properly formatted, complete, and successfully uploaded to the City’s online bid system. Incomplete, corrupted, or unreadable submissions may be deemed nonresponsive.

For technical assistance with electronic submission (e.g., vendor registration, document upload, password reset, bid confirmation), Bidder must contact PlanetBids directly at (818) 992-1771. All questions or requests for clarification regarding this IFB must be submitted electronically through PlanetBids by the deadline specified in the IFB. Direct contact with City personnel or elected 3 officials regarding this IFB is strictly prohibited. Any response not provided through PlanetBids is considered unauthorized and invalid.

Bidders are solely responsible for ensuring timely submission. Late bids will not be accepted—no exceptions. A confirmation number with timestamp will be issued by PlanetBids upon successful submission. Only bids with a verified timestamp will be considered.

This IFB does not commit the City of Carson to award a contract or to reimburse any costs incurred in the preparation or submission of a response. All materials submitted become the property of the City.

NOTE: E-bids are sealed and cannot be viewed by the City until the official closing date and time.

To withdraw a submission before the deadline, return to the PlanetBids portal and select the “Withdraw” option.

C. BID SUBMISSION
All bids in response to this IFB must be submitted electronically via PlanetBids no later than the due date and time established on the cover page of this solicitation document. All bid submission documents must be signed and dated by an official authorized to legally bind the entity and enter into a contract. All bid 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 PlanetBids 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 bid being deemed nonresponsive. All bids shall include the following, at minimum:

1. Required Proposal Sections (Maximum 20 pages, including attachments)  Cover Letter and Company Profile – Signed by an officer of the firm authorized to execute a contract with the City. The primary contact’s name, phone number, email, and mailing address shall also be included.
 Qualifications – Summarize the qualifications of the bidder. 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 Services.  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 bid, or a substitution has been approved in writing by the City’s Contracting Officer in advance of work performed.

2. Cost File – Attached as Exhibit C
 Cost File
All cost information must be:
• Completed using the official Cost File form provided by the City (Exhibit C) Waterline Tec
4 • Entered directly into the PlanetBids system as line items.

Failure to complete both steps may result in your bid being deemed non-responsive. • Bidder shall provide everything necessary, at their own expense, to deliver the required products and services. This includes, but is not limited to, labor, preparation work, materials, supplies, parts, tools, and equipment. The lump sum bid price must encompass all necessary materials, labor, and fees required to fulfill the contract obligations. • All permits, licenses, and fees must be obtained and paid for solely by the awarded Bidder. • The City is exempt from federal taxes; therefore, federal taxes must not be included in the bid price. However, the City is required to pay applicable sales tax on purchases, which must be included as a separate line item within the total bid price. • The following additional charges will not be allowed under this contract: fuel surcharges, mileage rates, fines, entertainment, advertising, or any other costs deemed inappropriate for reimbursement with public funds.

3. Required General Attachments attached as Exhibit A – (Not included in the 20-page limit)  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 Section 5.1 of the City’s Form Contract (Attached as Exhibit B)  Client Reference List
 W9
 Modifications to the City’s Form Contract (Attached as Exhibit B) • Bidders 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 bidder 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 bidder.

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

Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s IFB and/or standard form Contract Services Agreement must be included at the time of submission. Such requests should include an attachment in PDF format on company letterhead that shows the requested modifications.

The City will provide formal answers to all questions. Changes to the IFB 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 IFB document requiring both signature and acknowledgement by the bidder. It is the sole responsibility of the bidder to ensure that they have received the entire IFB 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
5 Use of PlanetBids PlanetBids (818) 992-1771
City’s Purchasing
Process
Josilla Togiola,
Purchasing Manager
[email protected],
(310) 952-1758

E. BIDDER QUALIFICATIONS
Bidders who do not meet the minimum qualifications will be disqualified. Bidder shall clearly demonstrate qualification to complete the scope of work. All bidders must meet the following, at minimum:
 Have been regularly and continuously engaged in the business of chemical delivery for a minimum of three (3) years.
 Possess all required permits, licenses, and professional certifications necessary to perform the services described herein.
 Demonstrate the capability, experience, and resources necessary to safely deliver and transfer hazardous pool chemicals in compliance with all applicable health, safety, transportation, and environmental regulations.
 Compliance with Local Business Requirements: The successful bidder will be required to comply with all local business requirements prior to contract award, including obtaining and maintaining a valid City of Carson business license and the required insurance coverage for the duration of the contract. These requirements are not necessary at the time of bid submission but must be fulfilled before execution of the contract.  Attend the Mandatory Site Visit
OPTIONAL/MANDATORY? MANDATORY
DATE Monday, August 25, 2025
TIME Beginning at 9AM

LOCATION

1. 9:00AM - Hemingway Aquatic Center 16605 S. San Pedro Street, Carson, CA

2. 9:30AM – Dominquez Aquatic Center 21330 Santa Fe Ave, Carson, CA

3. 10:00AM – Foisia Pool 23410 Catskill Ave, Carson, CA

4. 10:30AM – Carson Pool 21436 Main Street, Carson, CA

F. PREVAILING WAGES REQUIREMENTS
It is the sole responsibility of the bidder to carefully review the scope of work and determine whether any portion of the work is subject to prevailing wage requirements. The bidder shall include any associated labor costs accordingly in their bid.

Bidder must be registered with the California Department of Industrial Relations (DIR) pursuant to Labor Code Section 1725.5. Contractors are responsible for maintaining active DIR registration for the duration of the contract.

Pursuant to California Labor Code Section 1771, certain types of work, including but not limited to maintenance, installation, repair, or construction, may be considered public works and therefore subject to prevailing wage requirements as established by t he DIR for the locality in which the work is performed, for each craft, classification, or type of worker required.

Prevailing wage determinations may be found on the DIR website at: http://www.dir.ca.gov/dlsr If any portion of the work is deemed subject to prevailing wage, the contractor shall comply with all applicable requirements, including but not limited to:
• Paying not less than the applicable prevailing wage rates. • Submitting certified payroll records to the DIR via the online portal. 6 • Complying with all DIR and Labor Code requirements regarding public works projects.

Failure to comply with prevailing wage requirements may result in penalties, withholding of payments, or contract termination.

G. BID OPENING, DOCUMENT REVIEW, AND AWARD OF CONTRACT
All bids will be publicly opened by the Office of the City Clerk via PlanetBids at the date and time established in the solicitation, in accordance with Carson Municipal Code (CMC) Section 2610(g). Bids must be timely submitted and comply with the minimum requirements set forth in the IFB to be considered responsive.

Bids will be evaluated pursuant to CMC Section 2610(h) based on responsiveness to the IFB provisions, including bidder qualifications, pricing, and compliance with specifications. Evaluation criteria may include quality, delivery, experience, and other factors relevant to contract performance. Only bids meeting the standards of a “responsive and responsible” bidder, as defined in CMC Section 2610(i), will be considered.

Unless rejected as allowed under CMC Section 2610(k), the contract will be awarded to the lowest responsible and responsive bidder as defined in CMC Section 2610(i). This bidder must submit the lowest monetary bid responsive to the IFB and demonstrate the trustworthiness, capacity, experience, and financial responsibility to perform the contract satisfactorily. Upon selection, a Notice of Intent to Award will be issued via PlanetBids to all participating Bidders. Bid protests must comply with CMC Section 26 13 and be filed within five (5) business days of the notice.

The City will evaluate each bid for responsiveness to the IFB requirements and bidder responsibility. Each will be scored on a scale of 0 to 100 points. Bidder must achieve a minimum combined score of 70 points to be considered further.

Bids not meeting the minimum score will be deemed non-responsive or non-responsible and disqualified.

Among bidders meeting or exceeding the minimum score threshold, award will be made to the lowest priced responsive and responsible bidder.

The City will utilize the following scale to determine responsiveness and responsibility of a Bidder.

Criteria Description Max
Points

1. Conformity to Specifications Supplies, materials, equipment, or services must meet the IFB’s technical and quality specifications. 20

2. Ability, Capacity, and Skill Demonstrated ability and capacity to deliver products/services as required within specified time frames. 15

3. Timeliness of Delivery History and plan to deliver materials or services within contract deadlines. 10

4. Character, Integrity, Reputation,
Judgment, Experience, Efficiency
Evaluation of bidder’s trustworthiness, business ethics, relevant experience, and operational efficiency. 15

5. Financial Resources and Responsibility Assessment of bidder’s financial stability and ability to support contract obligations. 10

6. Ability to Provide Future Maintenance,
Repair, Parts, and Service
Capacity to support post-purchase needs such as
maintenance and service, if applicable. 10

7. Prior Record of Performance History of contract performance, including quality, compliance, and timely completion. 10
7 8. Compliance with Laws and Safety
Regulations
Record of compliance with OSHA, labor statutes, and local, State, and Federal laws. 10
Total Possible Points: 100

8 SCOPE OF SERVICES
IFB 25-12: AQUATIC POOL CHEMICAL SUPPLY AND DELIVERY

Summary
The City of Carson (“City”) is soliciting sealed bids from qualified contractors for the supply and delivery of pool chemicals and related services on a non-exclusive, as-needed basis, in accordance with the specifications described herein.

The awarded Contractor shall furnish all materials, labor, equipment, transportation, and supervision necessary to supply and deliver the following chemicals to four (4) City-operated aquatic facilities:

UN 1791, Hypochlorite Solution, 8, PG III (Sodium Hypochlorite) UN 1789, Hydrochloric Acid, 8, PG II, RQ – Straight (Muriatic Acid) Pool-grade Sodium Bicarbonate (50-pound bags)
Chlorine Tablets (50-pound buckets)

The Contractor shall deliver and transfer bulk chemicals directly into designated on -site tanks using 1 - inch male Camlock hose fittings provided at each location. The Contractor shall supply all required pumping equipment and perform secure chemical transf ers in compliance with all applicable federal, state, and local laws and safety regulations, including OSHA, DOT, and EPA requirements.

Contract Term
The initial term of the contract shall be for a period of five (5) fiscal years beginning on the date of award.

Pricing and Adjustments
All prices shall be firm and fixed for the first year of the contract.

Any requests for price adjustments must not exceed the annual percentage change in the Consumer Price Index (CPI-U), Los Angeles-Long Beach-Anaheim, CA, as published by the U.S. Bureau of Labor Statistics.

In addition to CPI-based adjustments, the City may consider extraordinary cost increases due to unforeseen events beyond the contractor’s control, such as natural disasters (e.g., wildfires, earthquakes) or significant regulatory changes that materially impact costs.

Requests for price increases must be submitted in writing at least sixty (60) days prior to the effective date and are subject to City approval. Requests must include verifiable documentation showing the direct impact on the Contractor’s costs.

The City reserves the right to approve, modify, or reject any requested price adjustment in full or in part, based solely on its assessment of necessity and reasonableness.

Delivery Requirements
• All chemical containers must be properly labeled, sealed, and tamper-proof, and shall comply with all applicable federal, state, and local safety and environmental regulations, including but not limited to OSHA, EPA, and DOT standards.
• Contractor shall provide a current Safety Data Sheet (SDS) or technical specification sheet for each chemical product delivered under the contract.
• Each delivery shall include a packing slip or delivery ticket itemizing the chemicals delivered, quantities, and corresponding SDS documentation. • Deliveries shall be made to the four City aquatic facilities listed in the Specifications section.
• Regular delivery hours are Monday through Thursday, 7:00 a.m. to 3:30 p.m. 9 • During the peak season, the City will provide a predetermined delivery schedule for each facility.
• During the off-peak season, deliveries will be made on an as-needed basis. • The Contractor shall be solely responsible for:

➢ Ensuring timely delivery to all designated facilities

➢ Providing and operating chemical transfer equipment

➢ Ensuring proper hose connection to City tanks via 1-inch male Camlock fittings

➢ Providing Material Safety Data Sheets (MSDS/SDS) with each delivery

➢ Cleaning any spills or drips resulting from transfer operations Spill Response and Safety Requirements
The contractor shall implement appropriate spill prevention and response measures during all deliveries.

In the event of a spill or leak —regardless of quantity —the contractor is fully responsible for initiating immediate containment and cleanup procedures in accordance with all applicable local, state, and federal regulations, including EPA and OSHA hazardous materials handling standards.

Contractor responsibilities include, but are not limited to:
• Prompt notification to the City’s designated on-site representative • Containment and cleanup of the spilled material using appropriate PPE and methods • Disposal of contaminated materials in accordance with applicable laws • Submission of an incident report to the City within 24 hours of the occurrence All delivery personnel must be trained and equipped to manage chemical spills safely and in compliance with Hazard Communication (HazCom) standards.

Description of Facilities
The City operates four (4) aquatic facilities, each equipped with on-site chemical storage tanks for pool maintenance. The selected Contractor will be requested to deliver and transfer chemicals directly into these tanks using 1-inch male Camlock hose fittings.

The City anticipates adding two (2) future splash pad locations. Chemical delivery to these new sites will be incorporated into the contract as they become available.

Facility Address Tank Configuration
Foisia Pool 23410 Catskill Ave, Carson,
CA
• One (1) 500-gallon tank for Liquid
Chlorine (Sodium Hypochlorite) – 1-inch male
Camlock hose fitting
• One (1) 350-gallon tank for Muriatic Acid
(Hydrochloric Acid – Straight) – 1-inch male
Camlock hose fitting
Carson Pool 21436 Main Street, Carson,
CA
• One (1) 500-gallon tank for Liquid
Chlorine (Sodium Hypochlorite) – 1-inch male
Camlock hose fitting
• One (1) 350-gallon tank for Muriatic Acid
(Hydrochloric Acid – Straight) – 1-inch male
Camlock hose fitting
Dominguez Aquatic Center 21330 Santa Fe Ave, Carson,
CA
• One (1) 500-gallon tank for Liquid
Chlorine (Sodium Hypochlorite) – 1-inch male
Camlock hose fitting
• One (1) 350-gallon tank for Muriatic Acid
(Hydrochloric Acid – Straight) – 1-inch male
Camlock hose fitting
10 Hemingway Aquatic Center 16605 S. San Pedro Street,
Carson, CA
• One (1) 500-gallon tank for Liquid
Chlorine (Sodium Hypochlorite) – 1-inch male
Camlock hose fitting
• One (1) 350-gallon tank for Muriatic Acid
(Hydrochloric Acid – Straight) – 1-inch male
Camlock hose fitting

Additional Facilities
During the term of the agreement, the City reserves the right to add new aquatic facilities or locations requiring the same chemical delivery services outlined in this IFB. Any additional facilities will be subject to the same terms, specifications, pricing structure, and delivery requirements as the original contract, unless otherwise negotiated in writing.

Estimated Annual Usage
The following table provides estimated annual quantities for chemical products based on historical usage. These quantities are provided for bidding purposes only and do not constitute a commitment by the City to purchase any specific amount. Actual quantit ies ordered may vary depending on facility usage, weather conditions, and operational needs.

Product Estimated Annual Quantity Unit
Sodium Hypochlorite 14,000 Gal
Muriatic Acid 4,000 Gal
Sodium Bicarbonate 5 pallets (approx. 225 bags) 50-lb Bags Chlorine Tablets 3 pallets (approx. 135 units) 50-lb Buckets

EXHIBIT A
Bidder/Propos
er Affidavit
Bidder/Proposer Name: _________________________________________________________________ Mailing Address: _______________ __________________________________________________ _________________________________________________________________ Main Contact & Title: _________________________________________________________________ Email: ___________________________________ Phone: __________________________________

BIDDER/

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 to sign and bind the Bidder/Proposer to contract with the City of Carson;

2. That 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. That the bid/proposal is genuine; that all statements of fact in the bid/proposal are true;

4. That 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
Waterline Technologies Inc
620 N Santiago Street Santa Ana, CA 92701
Tom Berrey
[email protected]
714-564-9100
8/25/2025
Thomas Berrey
GM
08/13/2025
Type text here
253.50
253
Affid
avit of Non-Collusion and Non-Discrimination
I hereby swear (or affirm) under the penalty of perjury:

That t
he 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; That t
he 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 The pro
poser/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 cer
tify that the above statements are true and accurate.

Authorized Official:

Signature:___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
08/25/2025
Thomas Berrey
GM
Affidav
it of Non-Federal Lobbyist Requirement
Name of Firm: _______________________________________________________________________ Address: _______________________________________________________________________ _______________________________________________________________________ Telephone: _____________________________
I hereby sw
ear (or affirm) under the penalty of perjury:

1. No Federal
appropriated funds have been paid, by or on behalf of the above named firm to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer 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, and any extension, continuation, renewal, amendment, or modification thereof, and;

2. If 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. The above-name firm shall require that the language of this certification be included in the award documents 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:

Signature:___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Waterline Technologies Inc
620 N Santiago Street Santa Ana, CA 92701
714-564-9100
08/28/2025
Thomas Berrey
GM
Waterline Technologies Inc
Debarme
nt and Suspension Certification
Name of Firm: ____________________________________________________________ Acting on
behalf of the above-named firm (“Consultant”), as its Authorized Official, I, the undersigned, certify as follows:

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

Is not prese
ntly 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;
Has not wi
thin 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; Is not prese
ntly 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
Has not wi
thin the three-year period preceding this certification had one or more public transactions (federal, state or local) terminated for cause or default.

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

Consultant ac
knowledges 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 t
hat 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
Waterline Tec
Waterline Technologies Inc
08/25/2025
Thomas Berrey
GM
Acknowledgme
nt 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) the Other Insurance requirements described in the IFB/RFP/RFQ, if any, I represent that I am the authorized Insurance Broker of Record for Company, and by signing below, I acknowledge, warrant and represent that Company meets the requirements set forth in Insurance Provisions and any applicable Other Insurance requirements, and if requested , shall furnish all the insurance endorsements prescribed in the Insurance Provisions and Other Insurance within thirty (30) days of contract award, as respecting. [PLEASE CHECK AL
L 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
Waterline
25-12
08/13/2025
Waterline Technologies Inc
Thomas Berrey , GM
08/25/2025
Client R
eference 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. Client Na
me: __________________________________________________________ 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:

Signature: ___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Waterline Technologies Inc
City of Los Angeles Parks
City of LA Pools
[email protected]
Edwin Realegeno
Chemical Delivery
01/01/2007
12/31/2029
$540,000.00 per year
Disney Land Parks
Disney Land and DCA Parks
Josh Ward
[email protected]
Chemical Delivery
01/01/2006
12/31/2029
$1,245,000.00
City of Irvine
City of Irvine Pools
Joel Miller
[email protected]>
Chemical Delivery
01/01/2021
11/30/2025
$240,000.00
08/25/2025
Thomas Berrey
GM

Waterline Technologies Inc
08 5

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.

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 253.50
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.

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.
253.50
01007.0001/644685.1 -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.

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. 253253.50
01007.0001/644685.1 -4-

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

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 one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

(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.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 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, 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 (Occurrence Form CG0001 or equivalent) . A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(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.
(c) A
utomotive Insurance (Form CA 0001 (Ed 1/87) including “ any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than 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 . P rofessional 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. Cons ultant 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. Po
licies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

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

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

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which 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 01007.0001/644685.1 -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 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 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 253.
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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.

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 253253
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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, 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 2 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.

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. 253.50
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7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this 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 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-liab
ility of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 253.50
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8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

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

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in 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]
01007.0001/644685.1 -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)

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

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
__________ _____________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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:

2532.53.50
01007.0001/644685.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

253.50
253.50
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. 253253.50
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

Purchasing Division
701 E. Carson Street
Carson, CA 90745

COST FILE
IFB 25-12: AQUATIC POOL CHEMICAL SUPPLY AND DELIVERY
Important: This Pricing Sheet must be completed in full and submitted as a separate attachment through PlanetBids, in addition to entering all pricing line items directly into the PlanetBids system. Failure to submit this completed form as a separate file and to enter pricing in PlanetBids may result in disqualification.

• Bidders shall provide unit pricing for each listed item in the tables below. • All prices must include applicable sales tax, delivery fees, and any other associated costs unless otherwise specified. • Pricing must be submitted for all five (5) years of the contract term. If pricing is unchanged for any year, indicate “Same” or repeat the prior year’s price.
• Estimated annual quantities are provided for bidding purposes only and do not represent a guaranteed purchase amount. • Delivery charges must be quoted per delivery, per site. • The City reserves the right to award based on the lowest responsive and responsible bid, as determined by total evaluated cost and compliance with all specifications.

Section 1: Liquid Chemicals (Price per Gallon)

Section 2: Dry Chemicals (Price per Unit)
2A. Sodium Bicarbonate – 50 lb Bags
Description
Unit Price
(per 50 lb
bag)
Delivery
Charge (per
delivery)
Estimated
Quantity Year 1 Year 2 Year 3 Year 4 Year 5
Pool Grade
Sodium
Bicarbonate
$ $ 5 pallets (≈225
bags) $ $ $ $ $
Description Unit Price (Per
Gallon)
Delivery
Charge (per
delivery)
Estimated
Annual
Quantity
Year 1 Year 2 Year 3 Year 4 Year 5
UN 1791 –
Sodium
Hypochlorite
$ $ 14,000 Gal $ $ $ $ $
UN 1789 –
Hydrocloric
Acid (Straight)
$ $ 4,000 Gal $ $ $ $ $
$2.82

0.00 2.82

2.82 3.05

3.05 3.15

3.35 0.00

3.35 3.35

3.55 3.55

3.85 24.57

0.00 24.57

24.57 25.50

25.50 25.75
Purchasing Division
701 E. Carson Street
Carson, CA 90745
2B. Chlorine Tablets – 50 lb Buckets
Description Unit Price (per
50 lb bucket)
Delivery
Charge (per
delivery)
Estimated
Quantity Year 1 Year 2 Year 3 Year 4 Year 5
Chlorine
Tablets $ $ 3 pallets (≈135
buckets) $ $ $ $ $
Section 3: Additional Fees
Description Price Frequency
CA Pesticide Assessment $
By signing below, I certify that I am an authorized representative of the company listed below and that the prices provided herein are accurate and valid for a minimum of 90 days from the bid due date. I further acknowledge that all pricing submitted via this form and entered in the PlanetBids system is complete and binding, and that I have read and understood all requirements of this IFB.

Company Name: _____________________________________________________________ Authorized Representative (Print Name): _____________________________________________________________ Title: _____________________________________________________________ Signature: _____________________________________________________________ Date: _____________________________________________________________ Phone: _____________________________________________________________ Email: _____________________________________________________________ 253.50

0.00 Type text here
Type text here
Type text here
253.50
253.50
265.50
265.50
278.50
No Charges
Waterline Technologies Inc
Thomas Berrey
GM
08/25/2025
714-564-9100
[email protected]

City of Carson
AQUATIC POOL CHEMICAL SUPPLY AND DELIVERY (IFB 25-12), bidding on 09/04/2025 2:00 PM (PDT)

Page 1 of 3 ends

Carson City CouncilDecember 2, 2025

Carson City Council
December 2, 2025