Agenda packet — Carson City Council, January 6, 2026 (part 3 of 4)

Detailed Work Plan
Task 1: Kickoff – Study Objectives and Project Schedule Once data has been collected, the project team will meet with City staff to discuss issues identified by the project team and clarify any concerns held by the City regarding the current cost allocation and fee study methodology. Discussions will include:
• Review the City’s specific needs and critical issues surrounding the development and implementation of the cost plan and fee studies.
• Discussion of concerns or issues that should be addressed during the development of the study.
• Discussions will be held regarding the current fee structure and any potential changes.
• Review and identify existing cost recovery policies or established subsidies.

After the meeting, the project team and the designated City staff will have a better understanding of the overall approach and methodology the team will use to conduct the Cost Plan and Comprehensive Fee Study.

Task Result: The project team will present the City with a project schedule.

Task 2: Data Collection

Consultant will provide the City with a list of initial data requirements for the study. This allows the project team to review this information thoroughly in preparation for initial discussions with staff. A typical list of data collection items include:
• Budgeted expenditures on a fund, department, and line-item basis. • Copy of any prior studies.
• List of all budgeted personnel by fund, department, and division. • Organizational chart.
• Chart of Accounts.
• Most recently completed Fiscal Year revenue reports.
• A list of all current fees being charged will be included in the analysis. • A list of comparative jurisdictions is to be included in the analysis. 01007.0001 2073274.2 A-2

The above list is just a sampling of the type of information that will be requested. Providing these items allows the project team to familiarize itself with the City’s structure and current financial practices.

Task Result: The project team provides the City a data collection list.

Cost Allocation Plan Tasks

Consultant will develop a comprehensive Cost Allocation plan to capture the indirect costs associated with the City’s direct program and services, provide detailed reporting of direct and indirect service operation costs, and facilitate the development of fully burdened hourly rates for City staff positions.

Task 1: Interview Staff and Gather Allocation Metrics

Consultant will review the City’s budget and financial structure to identify City departments and services to be allocated. To structure a custom cost allocation model, Consultant will:
• Review and discuss the accounting structure (at both the fund and organizational levels) based on budgeted expenditures to identify any anomalies from previous years.
• Identify and meet specific central services departments to develop allocation bases and ensure that the plan reflects the following aspects:
o All services provided by the City are identified and documented in the Cost Allocation Plan.
o The allocation bases discussed for use reflect the current level of effort and are most relatable to the service being performed.

Task Result: Allocation metric requests from support departments.

Task 2: Review of Draft Cost Allocation Plan Metrics

Based on the units of service identified in Task 1 and the allocation metrics collected, the project team will compile allocation statistic workbooks for review with specific central service departments. The purpose of these workbooks is to review the initial results of the allocation metrics gathered by the project team.

Task Result: Draft allocation workbooks.

Task 3: Structure and Prepare a Draft Full Cost Allocation Plan

Once the central service departments and administrative functional areas have agreed upon the appropriate allocation metrics for services and allowable administrative or other indirect costs, they are allocated to each benefiting department, operating unit, or fund. 01007.0001 2073274.2 A-3
At this point, the project team will begin customizing the cost plan to ensure that the methodologies and assumptions comply with federal regulations and general accounting principles. The draft cost allocation plan results will be provided to staff in num erical format in Excel before developing a draft report, along with comparison to existing cost allocation results.

Task Result: Draft cost allocation (Excel results) comparison to existing cost allocation results.

Task 4: Finalize Cost Allocation Plan
Consultant will finalize the Cost Allocation Plan and report upon its review and approval by the central service departments and the Finance Department. The final deliverables associated with the Cost Allocation Plan will be a report that includes all detailed allocation schedules, cost schedules, summary schedules, and narrative information r egarding the central services included.

Task Result: Final cost allocation report.

Comprehensive User Fee Study Tasks
Consultant will conduct a comprehensive fee study to align the City’s fees with the actual cost of providing current services, ensure compliance with applicable state laws and regulations, and provide detailed analysis to support the City’s fee structure a nd policy decisions.

Task 1: Develop a Schedule of Current and Potential Fees for Service The scope of this effort will be all user fees charged by the City. Current and potential fees and charges will be identified and documented. The project team will work with staff to review current fee schedules in detail, line by line. This meeting is critical to ensuring staff can incorporate any updates or changes to the fee study based on code, regulations, staffing, processes, or technological changes. The focus of this meeting will be the following:
• Renaming fees: Rewording or renaming services to clarify their identity. • Eliminating fees: Removing any outdated services or fees. • Adding new fees: Capturing any new services or breaking out existing fee categories to identify all the services being provided and potential fees for services that could be provided.
• Recategorization of fees: Collapsing or expanding multiple fee ranges to more accurately capture the services being provided.

Task Result: Draft proposed fee structure.

Task 2: Conduct Time Data Gathering Workshops

The project team will conduct workshops to gather time estimates for each service included 01007.0001 2073274.2 A-4
in the study, interview key fire personnel, and analyze the various activities being performed. The flowchart illustrates the steps involved in permit processing, along with the time required for each step.

Task Result: Create and provide time estimate workbooks for City.

Task 3: Develop Fully Burdened Hourly Rates

Based on the City's staffing and budget information, the project team will calculate fully burdened hourly rates, which include both direct and indirect costs. The following points highlight the cost components and factors included in fully burdened rates:
• Direct costs: This component accounts for the salary and benefits associated with each employee or position, as reflected in City staffing and salary reports. • Indirect costs—Departmental: This component accounts for administrative and management support provided to line-level staff, operational services, and supplies used to execute job duties. It is developed through staff interviews and budget analysis.
• Indirect costs —Citywide: This component encompasses citywide support, including finance and HR support provided by other departments or staff.

Once the cost components have been documented and developed, the project team will review the MOUs and discuss them with staff to determine appropriate productive -hour calculations. Focusing on available hours will ensure that fully burdened hourly rates account for leave accruals (including holidays, vacation, and sick leave) and any meetings or training. The project team will utilize the results of this task and Task 2 to calculate the full cost of services.

Task Result: Calculated fully burdened hourly rates.

Task 4: Perform a Total Cost Analysis
Consultant’s costing model is built based on the City's operations, budget details, and intended uses for the results. This method is a customized approach specific to each jurisdiction for the cost analysis of user fee services. It is a "bottom-up" approach, the most defensible methodology for calculating user fees. The methodology incorporates the time estimate information and fully burdened hourly rate information. The following graphic shows the cost calculation:

01007.0001 2073274.2 A-5
This costing method uses time and annual activity data to establish the cost of providing services on a unit and annual basis. Once the time spent on a fee activity is determined for each individual or position, the team uses its fee and rate software to a pply the fully burdened hourly rates from the previous task.

The resulting costs are presented at both the unit and annual levels and compared to the existing fee schedule and revenue reports. The City will receive detailed information regarding cost recovery surpluses and deficits on both a detailed (per unit) and global (annualized) level, as well as an understanding of cost components for each service.

Task Result: Per unit and annual fee study results.

Task 5: Conduct a Market Rate Survey of Similar Jurisdictions The project team will collaborate with the City to identify other agencies in the South Bay region of Los Angeles County that are comparable to Carson. This comparative survey will be conducted as follows:
• Developing fee scenarios for the City to compare with other jurisdictions. • Graphing the results of the fee analysis for easy visual comparison purposes. • Collecting contextual information such as population size, budget, staffing, last time fee study was done, and last fee schedule update.

Market surveys do not provide adequate or objective information about the relationship between a jurisdiction's costs and fees; these steps ensure we provide the City with comprehensive information
Task Result: Comparative Graphs included in the draft report.

Task 6: Review/Revise Fee Study Results
Because the analysis of service fees is based on estimates and information provided by City staff, all participants must be comfortable with our methodology and the data they have provided.

During this phase, the project team would provide staff with copies of draft results workbooks that outline the time estimates and the per -unit results calculated during the study. We would review these results and make adjustments as needed to ensure they are defensible and reflect staff time and effort spent providing services Task Result: Draft result fee workbooks.

Task 7: Prepare a Draft Fee Study Report
Upon completion of the fee study, we will prepare a detailed report summarizing the results of each task described above. This report will include:
• A succinct executive summary discussing the study, methodology, and results. 01007.0001 2073274.2 A-6
• A narrative describing the services included in the study. • By department, sections on proposed modifications to the current fee schedule, including the addition or removal of new fees for services. • By department, sections on each fee's per-unit and annual results. • A comparative survey section outlines key fees and compares them to those of other local jurisdictions. The section also provides contextual information regarding budget and staffing.

Task Result: Draft fee study report to City staff for review and comments.

Task 8: Finalize Fee Study Report

Any edits or revisions to the draft user fee study report will be incorporated into the finalized report. This finalized report will incorporate all the elements of the draft fee study report, as well as any additional cost recovery and policy considerations.

Task Result: Final fee study report.

Task 9: Master Fee Schedule

Once the fee report has been finalized, the project team will develop a master fee schedule for the City. This document outlines all citywide fees, including the current fee amount, the full cost, and the City’s proposed fee. In addition to the Master Fee Schedule, the project team will set up a separate tab with linked formulas to allow staff to input an annual CPI factor and extract updated fees.

Task Result: Master Fee Schedule

Task 10: Presentation of Results

Presenting results to City officials and/or stakeholders is crucial to the overall success of the engagement. Because the study's product is often controversial, this final step aims to present a succinct summary that provides decision- makers with key information. We will attend and present the study at least three (3) meetings, including those of the City Council, appropriate subcommittees, or outside stakeholders.

Task Result: Consultant will attend City Council and Sub-Committee meetings and present the study to stakeholders.

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

A. All deliverables detailed in Section I above.

01007.0001 2073274.2 A-7
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. As requested by the Contract Officer.

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:

A. Khushboo Ingle, Vice President, Project Manager
B. Jaymee Westover, Senior Consultant, Analyst
C. Madison Dixson, Senior Consultant, Analyst
D. Anna Barnett, Consultant, Analyst
E. Shawn Chadwick-Leone, Consultant, Analyst

01007.0001 2073274.2 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics):

I. Subsection C of Section 5.1 ( Insurance Coverages) of the Agreement is hereby amended to read in its entirety as follows:
“5.1 Insurance Coverages.

Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less t han $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. Reserved.

II. The third from last paragraph of Section 5.2 (General Insurance Requirements) of the Agreement is hereby amended to read in its entirety as follows:
“5.2 General Insurance Requirements.

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; or 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 an d 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.” 01007.0001 2073274.2 C-1
EXHIBIT “C”

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

Personnel Title Hourly Rates
Year 1 Year 2 Year 3 Year 4 Year 5
Principal in Charge $300 $300 $325 $325 $325
Project Manager $250 $250 $275 $275 $275
Senior Consultant $150 $150 $175 $175 $175
Consultant $150 $150 $150 $150 $150
Analyst $150 $150 $150 $150 $150

Contract Year Monthly Retainer Estimated Annual
Year 1 $10,000 $60,000
Year 2 $3,000 $12,000
Year 3 $3,000 $12,000
Year 4 $3,000 $12,000
Year 5 $3,000 $12,000
Total: $108,000

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.
01007.0001 2073274.2 C-2
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 $108,000.00 over the five year Term, as provided in Section 2.1 of this Agreement.
01007.0001 2073274.2 D-1
EXHIBIT “D”

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

01007.0001 2073274.2 D-2

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, January 6, 2026, 5:00 PM
CONSENT 25. To: Honorable Mayor and City Council From: Joshua Boudreaux, Director of Human Resources HR Operations Subject: CONSIDER A REPORT REGARDING COMPENSATION RANGES CURRENTLY IN EFFECT FORUNREPRESENTED PART-TIME EMPLOYEES, EFFECTIVE AS OF JANUARY 1, 2025 (CITY COUNCIL) I. SUMMARY
Effective January 1, 2025, the City of Carson implemented a $0.50 per hour across-the-board wage adjustment for all unrepresented part-time classifications. This adjustment was applied uniformly and prospectively in alignment with the State of California’s minimum wage increase for the 2024–2025 calendar year.

The purpose of this item is to formally notify the City Council of the compensation ranges currently in effect for unrepresented part-time employees. No additional compensation is being authorized, and no retroactive or corrective action is requested.

II. RECOMMENDATION
RECEIVE and FILE this report.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate and that is consistent with applicable laws.

IV. BACKGROUND
Effective January 1, 2025, the City of Carson implemented a uniform $0.50 per hour wage adjustment for all unrepresented part-time classifications. This adjustment was applied consistently across classifications in response to the State of California’s minimum wage increase for the 2024–2025 calendar year and was implemented administratively within the adopted budget. Although not a requirement at the time, the increase of $0.50 was applied in excess of the mandatory legally obligated minimum wage increase. However, staff recommends leaving the increase and salary table(s) "as-is" given current market analysis for similar part-time salaries in the industry, so that the City remains competitive with other agencies in the region.

Per the direction of the City Manager Office, this item is being presented to the City Council for informational purposes only to provide transparency regarding compensation ranges currently in effect for unrepresented part- time employees. No additional compensation is being authorized, and no changes to existing compensation are proposed.

V. FISCAL IMPACT
The purpose of this item is to provide information only and there is no direct fiscal impact associated with this staff report. There is no fiscal impact associated with this item, as the compensation ranges were previously implemented and funded within the adopted budget.

VI. EXHIBITS

1. Adopted PT Salary Table

Attachments
PT UNREPRESENTED SALARY TABLE 2025.pdf
Classification Title Range Step 1 Step 2 Step 3 Step 4 Step 5 Admin Intern I 801 16.50$ 17.33$ 18.19$ 19.10$ 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 16.50$ 17.33$ 18.19$ 19.10$ Crossing Guard 804 16.50$ 17.33$ 18.19$ 19.10$ 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$ Group Exercise Instructor I 808
Group Exercise Instructor II 809
Group Exercise Instructor III 810
Group Exercise Instructor IV 811
Lifeguard 816 18.50$ 19.43$ 20.40$ 21.42$
Office Clerk (Temporary) 893 16.50$ 17.33$ 18.19$ 19.10$ 20.06$ Planning Intern 803 18.18$ 19.09$ 20.04$ 21.05$ Recreation Assistant II 804 16.50$ 17.33$ 18.19$ 19.10$ Recreation Assistant II-Fitness 804 16.50$ 17.33$ 18.19$ 19.10$ Recreation Assistatn II-Membership Sales 804 16.50$ 17.33$ 18.19$ 19.10$ Seasonal Aide 804 16.50$ 17.33$ 18.19$ 19.10$ 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$ UNREPRESENTED PART-TIME SALARY SCHEDULE EFFECTIVE JANUARY 1, 2025 Step 6

40.74$

17.85$

26.25$

31.50$

36.75$

21.06$

22.19$
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, January 6, 2026, 5:00 PM
CONSENT 26. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF AMENDMENT NO. 1 TO THE ON-CALL CONTRACT WITH RED WINGBRANDS OF AMERICA, INC. FOR AS NEEDED PURCHASE OF UNIFORM SAFETY WORK BOOTS, SHOES,AND ACCESSORIES (CITY COUNCIL) I. SUMMARY
City employees provide essential services that help keep the community safe, clean, and well maintained. These services include roadway maintenance, special event preparation, and park maintenance, among others. In performing this work, employees regularly handle tools, equipment, and materials that require the use of appropriate uniforms and safety footwear to ensure they can perform their duties safely and efficiently. In addition, several of the City’s employee bargaining units have Memorandum of Understanding (MOUs) that require the City to provide uniforms and safety footwear for eligible employees.

On March 30, 2023, the City of Carson Public Works Department completed Request for Proposals (RFP) No. 23- 008 to solicit a qualified vendor to supply uniform safety boots, shoes, and related accessories for City employees.

On May 16, 2023, the City Council approved an On-Call Contract Services Agreement (Exhibit 1) with Red Wing Brand of America, Inc. for the as-needed purchase of citywide uniform boots, shoes, and accessories. The agreement was approved for an initial three-year term with a not-to-exceed amount of $105,000, and included two optional one-year extensions at the City’s discretion, each with a not-to-exceed amount of $35,000 per year. Due to increased operational needs and higher usage of safety footwear across departments, staff is requesting City Council approval of the proposed Amendment No. 1 (Exhibit 2). The amendment would:

Increase the contract amount by $50,000 for the remainder of the original three-year term (FY 2025-26); and, Exercise the City’s first one-year extension option, increasing the not-to-exceed amount for the extension period to $75,000, rather than the originally authorized $35,000, to better align with current demand.

If approved, the proposed Amendment No. 1 would increase the total not-to-exceed contract amount to $230,000 and extend the contract term through July 30, 2027.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 1 to the On-Call Contract with Red Wing Brands of America, Inc. for as needed purchase of uniform safety work boots, shoes, and accessories, increasing the contract sum by $125,000 for a total contract sum of $230,000 and extending the term until July 30, 2027; and,

2. AUTHORIZE the Mayor to execute the amendment after approval as to form by the City Attorney.

III. ALTERNATIVES

1. TAKE another action the City Council deems appropriate and consistent with the requirements of the law.

IV. BACKGROUND
To maintain the safety, appearance, and functionality of the community, City staff provide a wide range of essential services, including roadway maintenance, response to downed trees, special event setup, and park and landscape maintenance. In performing this work, employees regularly operate heavy equipment, use tools and supplies, and work around potentially hazardous materials such as hot asphalt, oils, and electrical systems. For these reasons, providing proper uniforms and safety footwear is critical to ensuring employees can perform their duties safely and efficiently.

Under several Memorandum of Understanding (MOUs) with the City’s employee unions and associations, the City of Carson is required to provide uniform allowances, including safety work boots, to eligible employees. In recent years, the City has experienced an increase in staffing levels and overall work activity as more projects and services are delivered to the community. Currently, more than 200 employees are covered by union agreements that require the City to provide a safety shoe allowance. This number is expected to continue to grow as vacant and previously frozen positions are filled. As a result, staff determined that establishing a contract with a qualified vendor is the most efficient and cost-effective way to meet employee safety footwear needs.

On March 9, 2023, staff issued Request for Proposals (RFP) No. 23-008 for safety work boots, shoes, and related accessories through PlanetBids using the City’s online procurement portal. Notice of the RFP was posted in compliance with the Carson Municipal Code, including publication on the City’s website, posting at designated public notice locations, and advertisement in the Daily Journal newspaper.

On April 6, 2023, the evaluation committee reviewed four proposals submitted in response to the RFP. Based on the evaluation results, staff determined that Red Wing Brand of America, Inc. provided the best overall proposal and was most capable of meeting the City’s needs. Reference checks confirmed Red Wing’s successful experience supplying safety footwear to other local government agencies, including the cities of Santa Ana, California; Austin, Texas; and Scottsdale, Arizona. These agencies reported high satisfaction with Red Wing’s customer service, particularly its streamlined voucher system and custom foot-bed measurements provided to employees. Staff also verified that Red Wing’s products meet the City’s safety and quality standards, as well as applicable standards established by the ASTM International (formerly known as the American Society for Testing and Materials). Based on these findings, the evaluation committee concluded that Red Wing is the best-qualified vendor to provide this service.

Consequently, staff recommends that the City Council approve the proposed Amendment No. 1 to increase the contract amount by $125,000, resulting in a total not-to-exceed contract amount of $230,000, to address the increased demand for employee safety footwear. The proposed amendment would also extend the contract term through July 30, 2027, ensuring continued support for City employees as staffing levels and service demands grow.

V. FISCAL IMPACT
Funding for the proposed amendment is included in the FY 2025-26 General Fund Operating Budget within the Warehouse Sub-Division account (101-80-850-287-6016). Additional funding associated with the contract extension option will be programmed in the FY 2026-27 Public Works Department Operating Budget, subject to City Council approval through the annual budget process.

VI. EXHIBITS

1. Existing Red Wing Contract

2. Proposed Amendment No. 1 to Red Wing Contract

Attachments
RED WING Contract
(Red Wing) Amendment No. 1

01007.0006 2066019.3

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
RED WING BRANDS OF AMERICA, INC.,

Minnesota

corporation

authorized
to conduct business in California
(“Con
sultant
”)
,
is effective as of the
___

day of
_____
_______
,
202
5 .

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

RECITALS

City and Con
sultant

entered into that certain Agr
eement for Contract Services

dated
July

31, 202
3 (“Agreement”)
,

whereby Consultant agreed to

provide and/or sell the City safety
boot and shoe items on an on
-
call basis for
a

not
-
to
-
exceed
Contract Sum of $
105,000
.00

over a
n
initial

T
erm of
t
hree

(
3 ) year
s. The Agreement provides for
two

optional one (1) year extension
period
s

at City’s election

at $
35,000
.00

per year
.

City and Con
sultant
now desire to amend the Agreement
to increase the Contract
Sum by $50,000.00 for the remainder of the initial Term of the Agreement bringing the not -
to
-
exceed Contract Sum from $105,000.00 to $155,000.00 through July

30, 2026. Additionally, the
City would like to exercise its first option
to
extend the Term by one year, from
July

3 0
, 2026

to
July

3 0
, 202
7 ,

and increase the total compensation
by

$75,000.00 for the fourth year of this
Agreement (
the full $
35,000.00

allowed for the
first
Extension Term under the Agreement

and an
additional $40,000.00

due to the City’s additional needs
)

bringing the total not
-
to
-
exceed Contract
Sum from $155,000.00 to $230,000.00
, and increase the contract amount during the second
Extension Term to $75,000
.

The City shall have one option
remaining
to extend
the Term by one
year

for $75,000.00.

Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will no t be
required irrespective of the amount of the change order.

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

TERMS

1. 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.

01007.0006 2066019.3

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

(new text
is
indicated
in
bold italics

and deleted text in
strikethrough
).

Section 2.1 (
Contract Sum
)
of the Agreement is hereby amended to
read in
its entirety as follows:

“2.1

Contract Sum
.

Subject to any
limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation’ attached hereto as Exhibit “C”

and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed
One

Two

Hundred
Five

Thirty

Thousand Dollars ($
105
230
,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.”

B
.

Section 3.4
(
Term
)

of the Agreement is hereby amended to read in its

entirety as follows:

“

3.4 Term
.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding

four

three

(
4 3
) years from the date hereof, except as otherwise provided in the Schedule of Performance (
Exhibit “
D
”
)

(the “Term”)
. The City may, at its sole discretion,
elect to extend the Term by

one

two

(
1 2
) additional
year
s

(
each, an

“Extension Term
”), for
an amount not exceeding
Thirty

Seventy

Five Thousand Dollars ($
3 7
5,000
)

for
each

Extension Term
.”

Section I
V

of Exhibit “
C
” (
Schedule of Compensation
) is hereby

amended to
read in

its entirety as follows:

“ IV.

The total compensation for the Services shall not exceed $ 105

230
,000.00

as provided in Section 2.1 of this Agreement.”

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
Con
sultant

each ratify and reaffirm each and every on
e

of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that ther e have been
no written or oral
modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement , as amended by this Amendment,

is
currently an effective, valid
,

and binding obligation.

01007.0006 2066019.3

Con
sultant

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

City represents and warrants to Con
sultant

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

is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

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
a
greement 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 co
nstitute but one and the same Amendment.

[

SIGNATURES ON FOLLOWING PAGE
]

01007.0006 2066019.3

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

CITY:

CITY OF
CARSON
, a municipal
corporation

___________________________

Lula Davis
-
Holmes
,
Mayor

ATTEST:

______________________
___
__
__

Dr. Khaleah
K.

Bradshaw
,

City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

__________________
__________
_____

Sunny K. Soltani
, City Attorney

[
pk
s
; rjl
]

CONTRACTOR:

RED WING BRANDS OF AMERICA,
INC., a Minnesota 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
.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, January 6, 2026, 5:00 PM
CONSENT 27. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER AWARDING A FIVE-YEAR CONTRACT SERVICES AGREEMENT WITH SAMSARAINC. FOR FLEET TELEMETRY AND DIAGNOSTICS SERVICES, FOR THE PUBLIC WORKS DEPARTMENT'SFLEET DIVISION (CITY COUNCIL) I. SUMMARY
The Public Works Department’s Fleet Division is requesting City Council approval of a five-year service agreement with Samsara Inc. to continue and expand the City’s use of fleet monitoring technology. This technology helps the City better manage its vehicles by tracking vehicle location, performance, maintenance needs, and overall usage in real time. This request follows a successful one-year pilot program, during which 115 City vehicles were equipped with Samsara hardware and software. During the pilot, staff used the system to monitor vehicle activity, identify maintenance issues early, improve preventive maintenance scheduling, and better understand how City vehicles are being used in the field. Preventive maintenance refers to servicing vehicles before problems occur, which helps reduce breakdowns, extend vehicle life, and control repair costs.

The proposed agreement would allow the City to continue and expand these services for a term of five years, subject to annual budget appropriations and ongoing performance review. The agreement structure provides flexibility, allowing the City to ensure pricing remains reasonable and that the system continues to meet operational needs over time. Consequently, staff recommends that the City Council approve the proposed five-year service agreement (Exhibit 4) with Samsara Inc. for a not-to-exceed amount of $153,900.00, which will support improved fleet oversight, more efficient vehicle maintenance, and better use of City resources.

II. RECOMMENDATION
TAKE the following actions:

1. AWARD a Contract Services Agreement with Samsara Inc. for a five-year term in a not-to-exceed amount of $153,900.00 (Exhibit 4); and,

2. AUTHORIZE the Mayor to execute the Contract Services Agreement with Samsara Inc., subject to approval as to form by the City Attorney.

III. ALTERNATIVES

1. TAKE another action as deemed appropriate by the City Council, consistent with applicable legal requirements.

IV. BACKGROUND
On December 30, 2024, the City of Carson entered into a one-year pilot agreement with Samsara Inc. to test the use of Samsara’s fleet management platform. Fleet management technology allows the City to monitor and manage City-owned vehicles using electronic hardware installed in vehicles and software that provides real-time data to staff. As part of the pilot program, 115 City vehicles were equipped with Samsara hardware to track information such as fuel consumption, vehicle diagnostics (i.e., engine health and performance alerts), mileage and usage, and maintenance reminders. The purpose of the pilot was to evaluate the reliability of the hardware and software, confirm the accuracy of the data collected, assess potential impacts on fuel efficiency and vehicle maintenance, and determine how well the system integrates with the City’s existing maintenance and administrative processes. The pilot produced positive results. Staff observed clearer trends in fuel use and potential cost-saving opportunities, fewer unexpected vehicle breakdowns, and improved preventive maintenance scheduling, which means addressing vehicle issues before they turn into costly repairs. Based on these results and positive feedback from staff, Public Works recommends transitioning from the pilot to a long-term, five-year agreement with Samsara.

Under Section 2611(g) of the Carson Municipal Code (CMC), the City is allowed to waive its normal competitive bidding process when purchasing goods or services through an approved cooperative purchasing program.

Cooperative purchasing allows public agencies to buy from contracts that have already been competitively bid by another government or public agency, saving time and administrative costs. The City Council has previously determined that the benefits of cooperative purchasing, such as efficiency and reliability, can outweigh the potential for slightly higher costs compared to conducting a separate bid process. Sourcewell is a national cooperative purchasing agency that conducts competitive solicitations on behalf of its members, which include cities and other public agencies across the country. These contracts are reviewed and awarded by the Sourcewell Board of Directors and are available to participating agencies in all 50 states. The City of Carson is a registered Sourcewell member (Member ID #38521).

The City’s Purchasing Manager has determined that Sourcewell’s procurement process meets the requirements of CMC Section 2611(g) and has therefore approved the use of the cooperative purchasing method for this agreement. Samsara is an approved vendor under Sourcewell Contract No. 102924-SAM, which will be used for this proposed purchase (Exhibit 2), and the waiver of the City’s formal bidding process is documented in Exhibit 3.

The total cost of the proposed five-year agreement with Samsara Inc. is $153,900, subject to budget appropriations and ongoing performance review.

V. FISCAL IMPACT
The total estimated cost of the proposed agreement with Samsara Inc. is $30,780 per year, with a not-to-exceed amount of $153,900 over the five-year term. A “not-to-exceed” amount means the City cannot spend more than this total unless additional approval is provided by the City Council. Funding for this agreement is already included in the City’s Public Works Operating Budget under Account No. 101-80-850-275-6004, which covers ongoing costs necessary to operate and maintain City services.

VI. EXHIBITS

1. Samsara Company Proposal

2. Sourcewell Contract

3. Proposed Purchasing Waiver

4. Proposed Samsara Contract

Attachments
Exhibit 1. Samsara Company Proposal
Exhibit 2. Sourcewell Contract
Exhibit 3. Purchasing Waiver
Exhibit 4. Proposed Samsara Contract
Quote #: Q-2333310 Issued Date: 10-29-2025 Expires 11-30-2025 Order Number: S-2366949 Payment Information: Payment Method: Credit Card/ACH Debit Payment Terms: Net 30 Payment Frequency: Direct Annual Estimated Ship Date: 01-29-2026 Sourcewell Contract #: 102924-SAM

Prepared For: City of Carson 701 E Carson St Carson, California 90745 Cost Overview Prepared By: Derek Newsome [email protected]

Total License Cost over 60 Months USD $153,900.00 Hardware and Accessories Included Shipping and Handling* USD $46.60 Total Sales Tax* USD $16,159.50 Total Contract Value1 $170,106.10 First Invoice1 $34,058.50 Recurring Invoice2 $34,011.90 1Estimated value, actual invoice amount may change based on product fulfilment date, Includes estimated sales tax 2Amount displayed is for products purchased in this order only, Includes estimated sales tax *If shipping is “Pending” - Amount is pending due to size of order; Shipping and Handling subject to change *Sales tax subject to change: If Sales tax is “Pending” – Final amount will be provided prior to payment 3% fee only applies to US - (CAD, MX, EMEA are exempt) License Term: 60 Months
SHIP TO Diana Galan 701 E Carson St Carson, California, 90745-2257 United States Hardware & Accessories Net Unit Price
Total Price
Product Overview

Vehicle IoT Gateway, model VG55 HW-VG55-NA• QTY: 10 Included Included Enhanced VG Series OBDII J1962 L-mount cable CBL-VG-COBDII-Y1• QTY: 10 Included Included Total Price: Included
Licenses Annual Unit Price Total Annual Price License for Vehicle Gateways - Public Sector Only, No WiFi, No ELD LIC-VG-PS• QTY: 125 $246.24 $30,780.00 Total Price: $30,780.00
Billing Details: Bill To: Billing Contact:: City of Carson 701 E Carson St Carson, California, 90745 Name: Freddy Loza Title:Maintenance Supervisor Billing Email: [email protected] Phone Number:

Does your organization require a purchase order (PO) in order to process payment to vendors? If yes, please provide the PO Number: If your organization requires invoice submission via an electronic invoice portal, please email any e-invoicing requirements to [email protected]. Please email any tax documentation to [email protected].

Thank you for considering Samsara Samsara provides real-time visibility, business-relevant tools, and powerful analytics that enable customers to increase the productivity of their fleets and reduce operating costs. A solution for your fleet is proposed below. What is included? Samsara’s fleet tracking solution includes hardware accessories and a per-gateway license. Gateway licenses provide all ongoing elements of the service, including: - Real-time location and vehicle telematics - Dashboard access with unlimited administrator accounts - Driver App for iOS and Android devices with unlimited driver accounts - Over-the-air software feature upgrades - API access as it relates to features for integration with 3rd party systems - Maintenance and phone support Samsara does not include hidden costs in its licenses. If you want access to Samsara’s full set of fleet features--including but not limited to WiFi hotspot and ELD capabilities--you will need to upgrade your license. Samsara reserves the right to audit usage of features unrelated to the solution as well as remove them from the Samsara Dashboard. Payment Terms This order form includes a license fee for the Samsara Software associated with the Hardware to be paid annually beginning on the License Start Date and, if applicable, a one-time Hardware cost to be paid upfront as of the license start date. The annual fees are payable by recurring wire transfer. All transfers made by credit card are subject to a processing fee up to 3%, subject to applicable law. Late payments are subject to a 1.5% per month late fee. If license payments are delinquent by 30 days, Samsara may suspend the Service until late payments are remitted. License Term The license term for the Samsara Software licenses purchased under this Order Form begins on the day Samsara activates the applicable Samsara Software license by providing you a claim number and access to the Hosted Software (“License Start Date”). If Hardware associated with a then-unactivated Samsara Software license will be shipped to you under this Order Form, such Samsara Software license will be activated on the day the Samsara Hardware ships. Notwithstanding the foregoing, if you are renewing the license term for a previously-activated Samsara Software license under this Order Form, the License Start Date for the renewal license term shall be the day that Samsara extends your access to the Hosted Software for the renewal license term. Samsara Hardware requires a valid license to function. Samsara may ship Hardware under this Order Form subject to a schedule as mutually agreed between the Parties or as determined by Samsara. By signing this Order Form, you confirm that each “Ship To” delivery address set forth herein is accurate and that any individual accepting delivery at that address is authorized to do so on your behalf. To the extent such Hardware is associated with then-unactivated Samsara Software licenses, the Samsara Software license term for each such Hardware device will start on the day that device ships regardless of the shipment schedule for the other such Hardware devices. If all such Hardware is shipped in one shipment, the license term for all such Hardware will be the full license term under this Order Form. If such Hardware is shipped in multiple shipments, only the license term of such Hardware in the initial shipment will be such full license term. The license term of the remaining such Hardware shipped after the initial shipment will be set to match the then-remaining license term of the initial shipment, so that the license term for all such Hardware under this Order Form expires on the same date. The total cost of the licenses for such Hardware shipped after the initial shipment will be pro-rated based on their actual license term, rounded up to the nearest month, as compared to the full license term under this Order Form. Certain payment amounts under this Order Form assume that the entire order is fulfilled at the same time and are subject to potential reduction based on the actual schedule of order fulfillment. You agree that you will only use the features included with the Samsara Software licenses purchased under this Order Form (“Licensed Scope”). Samsara reserves the right to audit usage of Samsara Software and to remove your access to such features beyond the Licensed Scope (for example, the licensed feature scope or licensed user count, as applicable) at any time. If you would like to use features beyond the Licensed Scope, you are required to purchase the applicable Samsara Software licenses and if applicable install the applicable Hardware that include such scope. If Samsara becomes aware that you are using features beyond the Licensed Scope, Samsara reserves the right to charge you for the applicable Samsara Software licenses that include such Licensed Scope at list price, and you agree to immediately pay such amounts. Samsara further reserves the right to change, discontinue, or remove features included in a Samsara Software license at any time. You acknowledge and agree that, during your license term, you may not downgrade your Samsara Software license plan to a lower Samsara Software license plan (e.g., downgrading your “Enterprise” license to a “Premier” license). Support And Warranty Samsara stands behind its Products. During the applicable warranty period, defective Hardware will be remedied pursuant to our Hardware Warranty Policy at www.samsara.com/support/hardware-warranty. Additional support information can be found at www.samsara.com/support. Terms Unless otherwise set forth herein, your use and access of the Hardware, Products, and Services specified herein are governed by Samsara’s standard terms of service found at https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service/, unless the Parties have entered into a separate terms of service agreement and/or a separate terms of service agreement is attached to the Order Form, in which case such separate terms of service agreement shall govern (the 'Terms of Service') provided that notwithstanding anything stated in the Terms of Service to the contrary, Customer agrees the following sections from Samsara’s standard terms of service found at https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service/ shall apply: License (Section 4), Product Updates (Section 7), Data Protection Addendum (Section 10.3), Non-Samsara Products (Section 14), and Hardware Warranty (Section 17). You agree to be bound by the Terms of Service, and any capitalized terms not defined herein shall have the meaning set forth in the Terms of Service. The terms and conditions of the Terms of Service and this Order Form are the exclusive agreement of the parties with respect to the subject matter hereof and no other terms or conditions, including those associated with any Customer payment portal or onboarding of Samsara as a Customer vendor, shall be binding upon Samsara or otherwise have any force or effect. To the extent Samsara allows you to make subsequent purchases of Products via Purchase Order without a corresponding Quote, you agree that (i) such Purchase Order shall be subject to the terms and conditions of this Order Form, including with respect to payment and license terms, as well as the applicable Terms of Service; and (ii) to the extent there is a conflict between such Purchase Order and this Order Form, including with respect to payment and license terms, as well as the applicable Terms of Service, the terms of this Order Form shall prevail, and no additional terms included in such Purchase Order that are not included in this Order Form shall apply. You acknowledge and agree that any reference to a Purchase Order in this Order Form is solely for your convenience in record keeping, and the existence of a Purchase Order or any delivery of Products to you following receipt of any Purchase Order shall not be deemed an acknowledgement of or agreement to any terms or conditions associated with any such Purchase Order or in any way be deemed to modify, alter, supersede or supplement the Terms of Service or this Order Form. The continuation of this Order Form one (1) year after the license start date and annually thereafter is contingent upon the appropriation of sufficient funds by Customer. If sufficient funds fail to be appropriated by Customer to provide for the continuation of such Order Form for Customer’s then-subsequent fiscal year, Customer may terminate such Order Form with prior written notice effective as of the later of the date of the beginning of such subsequent fiscal year and the end of the then-current annual license period. If Customer so terminates such Order Form, Samsara shall be entitled to payment of and for: all amounts due as of the date of termination; deliverables in progress; liabilities, fees, or costs caused by such termination including for obligations that extend beyond the date of termination; and reasonable Order Form close-out costs.

Notification of Confidentiality You agree that the pricing and payment terms specified in this Order Form shall (i) be held in strict confidence; (ii) not be disclosed to any Samsara competitor or other entity, except as pre-approved in writing by Samsara; and (iii) not be used except to evaluate the suitability of the Samsara Products for your business. You will immediately notify Samsara in the event of any unauthorized use or disclosure under these terms. Violation of these obligations will cause irreparable harm to Samsara for which Samsara may obtain compensatory and timely injunctive relief from a court, as well as any other remedies that may be available, including recovery of all reasonable attorney’s fees and costs incurred in seeking such remedies. Your obligations specified herein shall last until the pricing and payment terms herein are, through no fault or action by you, public. This Order Form is a legally binding agreement between you (“Customer”) and Samsara Inc. (“Samsara”). IN WITNESS WHEREOF, Customer has caused this Order Form to be executed by its duly authorized representative.

I confirm acceptance of this Order Form on behalf of the Customer identified herein and represent and warrant that I have full and complete authority to bind the Customer to this Order Form, including all terms and conditions herein." "Please confirm acceptance of this Order Form by signing below: Signature Print Name: Date:
102924-SAM
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a. Fleet management information systems;
b. Fleet technology related hardware solutions;
c. Related software solutions;
d. Fleet telematics;
e. Geofencing solutions;
f. Motor pool and fleet sharing solutions services;
g. Integrated video solutions; and,
h. Emissions, Green House Gas (GHG), or Low Carbon Fuel Standard (LCFS) tracking, reporting, and management.

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Sourcewell providing Supplier with prompt written notice of a claim; (b) Sourcewell providing the defense and settlement of such
claim; and (c) Supplier having sole authority to defend or settle such claim. Notwithstanding subsection (c) of this provision, Sourcewell may employ, at its sole cost and expense, separate counsel of its own choosing, but in no event Supplier will be liable for any damages or liability arising out of Sourcewell's employment of its own counsel.

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(i) Purchasing Di,
.
✓ision
70·1 E. Carson Street
Carson, CA 90745
Purchasing Waiver
Use this form to request an exemption from formal bidding and/or written contract requirements, pursuant to Cliapter 6 {Purchasing System) of Article II (Administration) of the Carson Municipal Code (CMC). This waiver must be completed before proceeding with procurement activity.

Exemption sought: Ill Formal Bidding (Section 2611])
D Written Contract (Section 2605(1)(iii))
Pursuant to CMC Section 2611:

D (d) Emergency Purchasing (Section 2611 (d))
D (e) Sole Source Purchasing (Section 2611 (e))
D (f) Piggyback Purchasing (Section 2611 (f))
I/ I (g) Cooperative Purcl1asing (Section 2611 (g))
D (i) Other Purchases (Section 2611 (i)(1) through (18)) If (f) or {g) are selected above, specify the master contract details:

Awarding Agency: Sourcewell
Contract#: 102924-SAM
Contract Effective Date: 06/06/25
Specify purchase details:

Amount: $153,900.00
Vendor: Samsara Inc.

Solicitation #: RFP #102924
Contract Expiration: 04/23/2029
Vendor: Samsara Inc.

Written justification/description of purchase. Explain urgency, product uniqueness, and intended use. Attach all relevant backup documentation.

Public Works Fleet Division is seeking a three year contract with Samsara Inc. to continue to provide fleet telemetry, diagnostic, field monitoring and preventalive maintenance capabilities. Over 100 City vehicles are equipped with Samsara hardware for real-time monitoring of fuel consumption, vehicle diagnostics, mileage/usage tracking and maintenance reminders.

Authorized Department Staff:
�h / Signature: t,.'///l�-- •• /�.. _ .

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Date: .-; � { f. .}
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Rev,0825JT

01007.0630 2067829.1 11/21/2025 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
SAMSARA INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ___________, 20 25 by and between the CITY OF CARSON, a California municip al corporation (“City”) and SAMSARA INC. , a Delaware corporation authorized to conduct business in California (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. The City seeks to engage in cooperative purchasing off that certain Sourcewell Contract No. 020221 between Consultant and Sourcewell (“Sourcewell Contract”).

B. Pursuant to Section 2611(g) of the City’s Municipal Code, the City is authorized to enter into this Agreement by cooperative purchasing based on the Sourcewell Contract, as determined by City’s Purchasing Manager.

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law . All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 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 the Agreement.

1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this referenc e. 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.

01007.0630 2067829.1 11/21/2025 -2-

2. COMPENSATION

2.1 Contract Sum . For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference or in the applicable Order Form, but not exceeding the maximum contract amount of One Hundred Fifty Three Thousand Nine Hundred Dollars and Zero Cents ($153,900.00) (“Contract Sum”).

2.2 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. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 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 cost of the extra work, and/or (ii) the time to perform this Agreeme nt, 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 but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively , must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

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

01007.0630 2067829.1 11/21/2025 -3-
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 thirty (30) days cumulatively.

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

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

4. COORDINATION OF WORK

4.1 Representative of Consultant. Derek Newsome , Renewal Account Executive, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. 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, and shall keep City informed of any changes.

4.2 Contract Officer. Freddy Loza, Public Works Superintendent - Facilities & Fleet, or such person as may be designated by the City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”).

4.3 Prohibition Against Subcontracting or Assignment . Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

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. Consultant shall perform all services

01007.0630 2067829.1 11/21/2025 -4-
required herein as an independent contractor of City 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, or that it is a member of a joint enterprise with City.

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) Commercial General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent ). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) Automotive Insurance ( Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate . This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed un der this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

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(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. The insurance policy mus t 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 this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City.

City reserves the right to inspect complete, certified copies of and endorsement 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.

The 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 City’s Risk Manager or other designee of the City due to unique circumstances.

5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City and its officers, employees, and agents, and each of them (“Indemnified Parties”), from and against any and all actions, claims, proceedings, damages to persons or property, liabilities, losses, costs, fees (including attorneys’ fees), expenses, penalties, obligations, errors, omissions or forfeitures, whether actual or threatened (herein “claims or liabilities”), that may be asserted or claimed by any person, firm or entity arising out of or in connection with: (i) the negligent performance of the work, services, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”); (ii) Consultant’s or indemnitors’ reckless or willful mis conduct; (iii) Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement; or (iv) Consultant’s or indemnitors’ violation or alleged violation of applicable law. However, th e obligations set forth in the preceding sentence shall not extend to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. Notwithstanding anything else herein, if and to the extent this Agreement provides for the performance of any “design professional” services within the meaning of California Civil Code Section 2782.8, any design professionals’

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indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional . The obligations set forth in this section shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

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 and shall keep such records for a period of three years following completion of th e services hereunder. 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.

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 or as the Contract Officer shall require.

6.3 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 the City without prior written authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order or subpoena.
(c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify the City should Consultant 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 thereunder. The 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 the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

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6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the 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 resu lt of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. 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.

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. 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, 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. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

7.3 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 inj unctive 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 orde r to pursue any legal action under this Agreement.

7.4 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

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Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.

Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. 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, b ut not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. 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.

7.5 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 mitiga te 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.

8. MISCELLANEOUS

8.1 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 ensure that applicants are employed and that employees are treated during employment without regard to their race, color , creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

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

8.3 Notice. 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 designat ed 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

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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.

8.4 Integration; Amendment. 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of 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 portions of this Agreement whi ch 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.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. 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.

8.7 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 any be grante d, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.

8.8 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.

8.9 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.

8.10 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in v iolation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent

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with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or conseque nce of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

8.11 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 the following page.]

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

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[rjl]

CONSULTANT:

SAMSARA INC., a Delaware corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 1 De Haro Street
San Francisco, CA 94107

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

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

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EXHIBIT “A”

SCOPE OF SERVICES

I. Consultant will perform the following Services:

Provide City with software that allows for real -time visibility and powerful analytics that enable City to increase the productivity of its fleets and reduce operating costs.

Consultant’s fleet tracking solution includes hardware accessories and a per -gateway license. Gateway licenses provide all ongoing elements of the service, including:
• Real-time location and vehicle telematics;
• Dashboard access with unlimited administrator accounts; • Driver App for iOS and Android devices with unlimited driver accounts; • Over-the-air software feature upgrades;
• API access as it relates to features for integration with 3rd party systems; and • Maintenance and phone support.

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

A. Hardware
B. Software

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EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough)

I. Section 1.1 (Scope of Services ) of the Agreement is hereby amended to read in its entirety as follows:

“1.1 Scope of Services . In compliance with all of the terms and conditions of this Agreement, the Consultant shall provide those perform the work or services and products set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference , which may be referred to herein as the “Services” or “Products” hereunder. Consultant warrants that it has the experience and ability to provide the Services and Products perform all work and services required hereunder and that it shall diligently provide the same perform such work and services in a professional and satisfactory manner. City’s use of such Products and Services shall be in accordance with the applicable terms and conditions set forth in Consultant’s terms of service found at https://www.samsara.com/legal/public -sector-customers-platform-terms-of- service (“Terms of Service”), which are incorporated herein by reference . In the event of conflict between this Agreement and the Terms of Serv ice, the terms of this Agreement will control. All capitalized terms defined in the Terms of Service, and not otherwise defined herein, shall have the meaning set forth in the Terms of Service.” II. Section 1.2 (Compliance with Law) of the Agreement is hereby amended to read in its entirety as follows:

“1.2 Compliance With Law. All work and services rendered hereunder shall be provided in material accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.” III. Section 1.3 (Licenses, Permits, Fees and Assessments) of the Agreement is hereby removed and deleted in its entirety.

IV. Section 1.4 (Special Requirements) of the Agreement is hereby amended to read in its entirety as follows:

“1.4 Special Requirements. Unless otherwise set forth in the Terms of Service, 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.” V. Section 2.3 (Additional Services) of the Agreement is hereby amended to read in its entirety as follows:

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“2.3 Additional Services. Subject to the Terms of Service, City shall have the right at any time during the performance of the Services (as defined in the Samsara Public Sector Terms of Service) , without invalidating this Agreement, to order extra Services 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 cost of the extra Services work, and/or (ii) the time to perform this Agreement, which said all adjustments are subject to the prior written approval of the Parties Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.”
VI. Section 2.4 (Invoices) of the Agreement is hereby amended to read in its entirety as follows:
“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. Payment terms will be as per the applicable Order Form that is furnished to the City, which will operate as an invoice. 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 subcontractor contracts. Subcontractor 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, City will pay use its best efforts to cause Consultant to be paid within thirty (30) 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 within fifteen (15) days of receipt of such invoice. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.”
VII. Section 3.1 (Time of Essence ) of the Agreement is hereby amended to read in its entirety as follows:
“3.1 Time of Essence. Time is not of the essence in the performance of this Agreement.”

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VIII. Section 3.2 (Schedule of Performance) of the Agreement is hereby amended to read in its entirety as follows:
“3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of an Order Form signed by City written notice to proceed and shall make commercially reasonable efforts to 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 Office r but not exceeding thirty (30) days cumulatively.”
IX. Section 3.3 (Force Majeure ) of the Agreement is hereby amended to read in its entirety as follows:
“3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of Neither Party shall be liable for 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, quaranti ne restrictions, riots, strikes, freight emba rgoes, 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 . Should an event of force majeure occur, the Parties The Contract Officer shall work together in good faith to ascertain the facts and determine the extent of delay. Additionally, the Party affected by an event of force majeure shall furnish the other Party with appropriate proof o f the occurrence of the event of force majeure and the expected duration of the adverse effects resulting from such event of force majeure, and make reasonable efforts to mitigate the consequences caused by the event of force majeure. Upon termination of t he event of force majeure, the Party affected by the event of force majeure shall resume the performance of all obligations under this Agreement, including those obligations that were temporarily exempted by the event of force majeure., 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.”
X. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows:

“3.4 Term.

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Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five one (51) years from the date Consultant activates the applicable Samsara Software license by providing City a claim number and access to the Hosted Software hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). If Hardware associated with a then unactivated Samsara Software license will be shipped to City, such Samsara Software license will be activated on the day the Samsara Hardware ships.” XI. Section 4.1 (Representative of Consultant ) of the Agreement is hereby amended to read in its entirety as follows:

“4.1 Representative of Consultant . Derek Newsome, Renewal Account Executive , is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith.

All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. 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, and shall keep City informed of any changes.”
XII. Section 4.3 (Prohibition Against Subcontracting or Assignment) of the Agreement is hereby amended to read in its entirety as follows:

“4.3 Prohibition Against Subcontracting or Assignment. Neither party may assign this Agreement without the prior written consent of the other party, and such consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Consultant may freely assign or transfer this Agreement in the event of sale or transfer of all or substantially all of Consultant’s assets. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.”

XIII. Section 5.1 (Insurance Coverages) of the Agreement is hereby amended to read in its entirety as follows:

“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 elect ed and appointed officers, employees and agents of City:

(a) Commercial General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent ). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount of 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.

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(b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any inj uries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) Automotive Insurance ( Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount of not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile.
(d) Cyber Liability. Technology professional liability errors & omissions insurance appropriate to Consultant’s profession and the Services hereunder with limits not less than $2,000,000 per claim/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving copyright, trademark, invasion of privacy violations, information or data breach, theft, loss, damage or misuse, release of private information, extortion and network security. If coverage is maintained on a claims - made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the contract. The insurance shall include the following coverage:

i. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
ii. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
iii. Liability arising from the failure of Consultant’s proprietary technology products (software) required under the contract for Consultant to properly perform the services intended.
iv. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep - linking or framing, and infringement or violation of intellectual property rights. v. Liability arising from the failure to render professional services as defined by industry standards appropriate to the technology being used.

Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The

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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 foll owing the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(f) Subcontractors. Except for Cyber Liability, Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
(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.”
XIV. Section 5.2 (General Insurance Requirements) of the Agreement is hereby amended to read in its entirety as follows:

“5.2 General Insurance Requirements.

All of the above policies of insurance , except Cyber Liability, 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 C onsultant’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. 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 this 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 and, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement 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.

The 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

01007.0630 2067829.1 11/21/2025
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 City’s Risk Manager or other designee of the City due to unique circumstances.”
XV. Section 5.3 ( Indemnification) of the Agreement is hereby amended to read in its entirety as follows:
“5.3 Indemnification. Consultant will defend (or settle), at its expense, any actual or threatened third-party action, suit or proceeding against City (“Claim”) to the extent such Claim is based on an allegation that Consultant’s Products or any part thereof, as of its delivery date under this Agreement, infringes a valid United States patent or copyright or misappropriates a third party’s trade secret, and will indemnify City for any costs, damages and reasonable attorneys’ fee s attributable to such Claim that are awarded against City. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. Consultant’s obligations under this section are contingent upon:
(a) City providing Consultant with prompt written notice of such Claim; (b) City providing reasonable cooperation to Consultant, at Consultant’s expense, in the defense and settlement of such Claim; and (c) Consultant having sole authority to defend or settle such Claim.

In the event that Consultant’s right to provide the Products is enjoined or in Consultant’s reasonable opinion is likely to be enjoined, Consultant may obtain the right to continue providing the Products, replace or modify the Products so that it becomes non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without liability to City and City will be provided a Refund. THE FOREGOING STATES THE ENTIRE

OBLIGATION OF CONSULTANT AND ITS LICENSORS WITH RESPECT TO ANY

ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS. Consultant will have no liability under this section to the extent that any Claim results from: (a) modifications to the Products made by a party other than Consultant or a party acting on Consultant’s behalf; (b) the combination, operation or use of the Products with equipment, devices, software or data not supplied by Consultant; (c) City's failure to use updated or modified versions of the Products provided by Consultant; (d) Consultant’s compliance with any designs, specifications or plans provided by City; or (e) City's use of the Products other than in accordance with this Agreement or any Documentation.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City and its officers, employees, and agents, and each of them (“Indemnified Parties”), from and against any and all actions, claims, proceedings, damages to persons or property, liabilities, losses, costs, fees (including attorneys’ fees), expenses, penalties, obligations, errors, omissions or forfeitures, whether actual or threatened (herein “claims or liabilities”), that may be asserted or claimed by any per son, firm or entity arising out of or in connection with: (i) the negligent performance of the work, services, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”); (ii) Consultant’s or indemnitors’ reckless or willful misconduct; (iii) Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agr eement; or (iv) Consultant’s or indemnitors’ violation or alleged violation of applicable law. However, the obligations set forth in

01007.0630 2067829.1 11/21/2025
the preceding sentence shall not extend to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. Notwithstanding anything else herein, if and to the extent this Agreement provides for the performance of any “de sign professional” services within the meaning of California Civil Code Section 2782.8, any 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 obligations set forth in this section shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.” XVI. Section 6.1 (Records) of the Agreement is hereby amended to read in its entirety as follows:

“6.1 Records. Consultant shall keep, and require subcontractors to keep, such electronic records ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the invoicing provisions 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 and shall keep such records for a period of three years following completion of the services hereunder. At most once per year upon six ty (60) days written notice, and at the City’s sole expense, Consultant will provide documentation to the Contract Officer sufficient to demonstrate compliance with the invoicing provisions under this Agreement. 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.”
XVII. Section 6.2 (Reports) of the Agreement is hereby removed and deleted in its entirety.

XVIII. Section 6.3 (Confidentiality and Release of Information ) of the Agreement is hereby amended to read in its entirety as follows:

“6.3 Confidentiality and Release of Information.

(a) “Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances , a person exercising reasonable business judgment would understand to be confidential or proprietary. Consultant Confidential Information includes any information related to the Products, including the pricing and payment terms thereof, Samsara Software Systems, or Samsara customers or partners, and any data or information that Samsara provides to Customer in the course of providing the Products to Customer. City Confidential Information includes Customer Data and any data or information that City provides to Consultant for the purpose of evaluating, procuring, or configuring the Services (for example, makes and models of vehicles or equipment, vehicle routes, or similar information). Confidential Information excludes information that: (i) is now or here after becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is

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independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.
(b) Confidentiality Obligations. The receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any employees, agents, or th ird party service providers of receiving Party in performing under this Agreement under reasonable confidentiality obligations, or except as authorized by disclosing Party); and (iii) not to use any such Confidential Information for any purpose except to p erform under this Agreement or as authorized by the disclosing Party. Notwithstanding anything to the contrary in this Agreement, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation, including any applicable public record request laws. (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 s uch information or work product to persons or entities other than the City without prior written authorization from the Contract Officer.
(b) Consultant 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 i nformation concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.
(c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify the City should Consultant 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 p arty regarding this Agreement and the work performed thereunder. The 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 the City a nd to provide the City with the opportunity to review any response to discovery requests provided by Consultant.” XIV. Section 6.4 (Ownership of Documents) of the Agreement is hereby renamed “Grant of License; Ownership of Documents; Customer Data,” and amended to read in its entirety as follows:
“6.4 Grant of License; Ownership of Documents; Customer Data. The License grant, ownership of Documentation and Customer Data under this Agreement shall be as set forth in the Terms of Service. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and

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materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the 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 the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. 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.

Subject to the Terms of Service, Customer Data, together with all intellectual property rights therein, will belong to the City and the City remains the sole and exclusive owner of the Customer Data. During the Term of this Agreement, the City may retrieve such data from the Products at any time. Consultant shall not access, use, disclose, sell, rent, transfer or copy the Customer Data for any purpose (or authorize or permit a third party to perform such acts) other than as required to perform its obligations pursuant to this Agreement.

Following expiration or sooner termination of this Agreement, the City may retrieve such data from the Products at any time within thirty (30) days of expiration or termination).

Consultants right to use Customer Data shall survive the termination of this Agreement, unless legally prohibited or City requests in writing upon termination that such use be limited to non - personally-identifiable data.
“Apps” means software applications for smartphones and tablets distributed by Consultant through Google Play or through the Apple App Store.

“Customer Data” shall mean City -specific data captured by City’s use of any installed Hardware, data submitted by City or by a third party (including from or through Non-Samsara Products) on City’s behalf into Apps and Hosted Software, and the analysis, reports, and alerts generated by the Products containing such data. For the avoidance of doubt, Customer Data does not include any Samsara Software.

“Documentation” means any Product training, technical services, or documentation made available to City through Consultant’s website or otherwise made available to City by Consultant.

“Firmware” means software embedded in or otherwise running on the Samsara Hardware.

“Hardware” means the hardware devices such as gateways, cameras, sensors, controllers, vision systems, and accessories, and any improvements, developments, modifications, patches, updates, and upgrades thereto that Consultant develops or provides.

“Hosted Software” means Consultant’s cloud -hosted software platform, including the interface accessed online.

“Products” means the Hardware and Services. For the avoidance of doubt, Products does not include any Non-Samsara Products.

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“Professional Services” means the training, consulting, or other professional services that are provided by Consultant to City (i) as purchased separately by City pursuant to an Order Form, (ii) in Consultant’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.

“Samsara Software” means the Apps, Firmware, and Hosted Software, and any improvements, developments, modifications, patches, updates, and upgrades thereto that Consultant develops or provides, Support Services, and Service Usage Data.

“Service Usage Data” means any data that is derived from the user of the Products except that to the extent such data could directly or indirectly identify a natural person it shall be anonymized, de -identified, and/or aggregated such that it could no longer directly or indirectly identify such natural person.

“Services” means the Samsara Software and Professional Services.

“Support Services” means the customer support services described at www.samsara.com/support, and Documentation, but excluding any Professional Services.”

XX. Section 7.2 (Disputes; Default) of the Agreement is hereby removed and deleted in its entirety.

XXI. Section 7.3 (Legal Action) of the Agreement is hereby amended to read in its entirety as follows:

“7.3 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.

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.”
XXII. Section 7.4 (Termination Prior to Expiration of Term ) of the Agreement is hereby amended to read in its entirety as follows:
“7.4 Termination Prior to Expiration of Term . Either Party may terminate this Agreement upon material breach thereof by the other Party, if such breach remains uncured for a period of thirty (30) days following receipt of written notice of such breach from the non -

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breaching Party. In the event of Consultant’s breach, Consultant shall refund to City any amount prepaid by City on a pro rata basis.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination or the tendering of any notice of termination by Consultant , 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 render ed 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 appr oved by the Contract Officer. 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, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C” . Any prepaid monies must be returned to City on a pro -rata basis.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.”
XXIII. Section 7.5 (Termination for Default of Consultant) of the Agreement is hereby removed and deleted in its entirety.

XXIV. Section 8.1 (Covenant Against Discrimination) of the Agreement is hereby amended to read in its entirety as follows:
“8.1 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 make reasonable efforts affirmative action to ensure 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.” XXV. Section 8.2 (Non-liability of City Officers and Employees) of the Agreement is hereby amended to read in its entirety as follows:
“8.2 Non-liability of City Officers and Employees . No officer or employee of either Party the City shall be personally liable to the other Party Consultant, or any successor in interest, in the event of any default or breach by such Party the City or for any amount, which may become due to the other Party Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.”

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XXVI. Section 8.3 (Notice) of the Agreement is hereby amended to read in its entirety as follows:
“8.3 Notice. 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 Samsara Inc. Attn: Legal Notice, 1 De Haro Street, San Francisco CA, 94107 or via email to [email protected] with attention to the Legal Team 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.”
XXVII. Section 8.7 (Attorneys’ Fees) of the Agreement is hereby amended to read in its entirety as follows:

“8.7 Attorneys’ Fees. Subject to the liability limitations as set forth in the Terms of Service, 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 any be granted , whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.”

C-1
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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall be compensated in accordance with the following, which will include any and all expenses:

01007.0630 2067829.1 11/21/2025

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 2.3.

III. The total compensation for the Services shall not exceed $153,900.00, as provided in Section 2.1 of this Agreement.

D-1

EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the Agreement.

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

A. Contractor will use commercially reasonable efforts to ensure that Hardware will be shipped to City by no later than one week following Notice to Proceed issued by City’s Contract Officer.

B. Software to be made available to City at the time the Hardware is shipped by Consultant to City and City receives the same.

III. The Contract Officer may approve extensi ons for performance of the S ervices in accordance with Section 3.2.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council

CONSENT 28. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF A PURCHASE ORDER TO PB LOADER OF FRESNO, CA, FOR THEPURCHASE OF ONE NEW 2026 FORD F-550 AERIAL TRUCK FOR THE DEPARTMENT OF PUBLIC WORKS,TREE MAINTENANCE SECTION (CITY COUNCIL) I. SUMMARY
Staff recommends approving the purchase of one new 2026 Ford F-550 aerial truck to replace an existing 2003 Ford F-750 aerial truck that has reached the end of its useful service life. The current vehicle is more than 20 years old and is no longer reliable or cost-effective to maintain for safe daily operations. The new aerial truck will provide several important benefits, including greater reliability, increased load capacity, modern safety features, improved emissions controls, and lower long-term maintenance costs. These improvements will help ensure that City crews can continue to perform their work safely and efficiently. Staff also recommends that the 2003 Ford F- 750 aerial truck be declared surplus, meaning it is no longer needed for City operations. The vehicle would be sold at auction, and any proceeds received would be deposited into the General Fund, consistent with the City’s policies for disposing of surplus equipment.

II. RECOMMENDATION
TAKE the following actions:

1. WAIVE the formal bidding process and authorize the use of cooperative purchasing and a written contract, as permitted under Sections 2611(g) and 2605(b)(1)(ii) of the Carson Municipal Code.

2. AUTHORIZE the issuance of a Purchase Order in the amount of $226,971.98 to PB Loader, for the purchase of one new 2026 Ford F-550 aerial truck (Exhibit No. 1).

III. ALTERNATIVES

1. DO NOT WAIVE the formal bidding process.

2. DO NOT WAIVE the formal contracting process.

3. DO NOT AUTHORIZE the Purchasing Manager to utilize cooperative purchasing pursuant to Section 2611(g) of the Carson Municipal Code or to issue a Purchase Order.

4. TAKE another action as deemed appropriate by the City Council, consistent with applicable legal requirements.

IV. BACKGROUND
The City’s 2003 Ford F-750 aerial truck is an essential piece of equipment used to maintain City infrastructure and support urban forestry operations, such as trimming and maintaining City trees. After 22 years of service, the truck has reached the end of its useful life. Despite ongoing maintenance, the vehicle has experienced frequent mechanical failures and costly repairs, making it unreliable and inefficient for daily operations. Staff recommends replacing this aging vehicle with a new 2026 Ford F-550 aerial truck. An aerial truck is a specialized vehicle equipped with a lift that allows crews to safely work at height, particularly for tree trimming and maintenance activities. The new truck will allow the City to continue performing critical services, including tree trimming during peak growth periods, which is essential for public safety, infrastructure protection, and the City’s commitment to sustainability and well-maintained public spaces. The new 2026 Ford F-550 aerial truck will provide several key benefits, including:

Improved reliability through modern vehicle technology; Enhanced safety features for City staff;
Better fuel efficiency and emissions performance;
Lower long-term maintenance costs; and,
Improved operational efficiency for urban forestry and maintenance work Once the new truck is purchased, the existing 2003 Ford F-750 will be declared surplus, meaning it is no longer needed for City operations. The vehicle will be sold at auction, and any proceeds received will be deposited into the City’s General Fund, consistent with City policy.

To purchase the new truck, staff is proposing to use a cooperative purchasing program, which allows cities to buy equipment using contracts that have already been competitively bid by another public agency. The City’s Municipal Code permits this approach when it provides efficiency and value to the City. The City is a member of Sourcewell, a national cooperative purchasing agency that competitively solicits and awards contracts on behalf of public agencies across the country. By using Sourcewell, the City can take advantage of pre-negotiated pricing, reduce procurement time, and avoid duplicating a lengthy bidding process. The City’s Purchasing Manager has reviewed the Sourcewell procurement process and determined that it complies with the City’s Municipal Code. As a result, the Purchasing Manager has recommended waiving the formal bidding process for this purchase, and waiving the requirement for a separate written contract, as allowed under City code for cooperative purchases. Consequently, staff concludes that using the Sourcewell cooperative purchasing program is the most efficient and cost-effective way to replace this critical piece of equipment while maintaining compliance with City procurement policies.

V. FISCAL IMPACT
The estimated cost to purchase the 2026 Ford F-550 aerial truck is $226,971.98. This expense is already included in the City’s FY 2025-26 Operating Budget within the Public Works Vehicles/Rolling Inventory account (No. 101-80- 850-275-8003), which is the account used for purchasing and replacing City vehicles and equipment. Once the new truck is purchased, the 2003 Ford F-750 aerial truck will be declared surplus and sold at auction. Any proceeds from that sale will be applied to partially offset the cost of the new vehicle, reducing the overall financial impact to the City.

VI. EXHIBITS

1. Quotation/Equipment Specifications

2. Sourcewell Contract

3. Purchasing Waiver

Attachments
Aerial Truck Quotation.pdf
PB Loader Sourcewell Contract 050625.pdf
Purchasing Waiver..pdf

QUOTATION

CITY OF CARSON
CARSON, CALIFORNIA DATE: 11/3/2025
SOURCEWELL MEMBER ACCOUNT NO. 38521 TERMS: NET 30
ATTN: FREDDY LOZA F.O.B: CUSTOMER
SUBJECT: 40FT AERIAL LIFT FLATBED TRUCK
QTY PART NO. DESCRIPTION PRICE EXTENSION
PB LOADER CONTRACT NO. 080521-PBL

SOURCEWELL CONTRACT - MARKET PRICES

NON-LISTED AERIAL LIFT TRUCK AT MARKET PRICE
1 $205,395.00
SUB-TOTAL: $205,395.00
SALES TAX (LOS ANGELES COUNTY 10.50%): $21,566.48
CALIFORNIA TIRE RECYCLING FEE: $10.50
TOTAL: $226,971.98
NOTES:

NO. 12578R2

1. SEE CHASSIS SPECIFICATIONS FOR FULL DETAILS.

2. PRICE INCLUDES DELIVERY AND DMV LICENSING FEES.

3. PURCHASE ORDERS ARE TO BE MADE OUT TO PB LOADER CORPORATION.

CHASSIS:
2026 FORD F550 REGULAR CAB CHASSIS WITH 7.3L GAS ENGINE, TORQSHIFT 10-SPEED AUTOMATIC TRANSMISSION, LIMITED SLIP W/4.88 AXLE RATIO, 19,500 LB. GVW PAYLOAD PLUS UPGRADE PACKAGE, 225/70RX19.5G BSW A/P TIRES, 19.5” X 6”ARGENT PAINTED STEEL WHEELS, AM/FM STEREO W/MP3 PLAYER, XL CHROME PACKAGE, 6-TON HYDRAULIC JACK, FRONT LICENSE PLATE BRACKET, HD VINYL 40/20/40 SPLIT

BENCH SEAT AND OXFORD WHITE CAB EXTERIOR
AERIAL DEVICE:

VERSALIFT MODEL SST40EIH 40 FT INSULATED ARTICULATED/TELESCOPIC AERIAL DEVICE (BUCKET) WITH 27’- 9” HORIZONTAL REACH, 300 LB. STANDARD/ 500 LB. MAX PLATFORM CAPACITY AND 500 LB. OUTER BOOM

CAPACITY
FLATBED:
11’ FLATBED WITH 10GA HR SIDE RAILS & 1/8” DIAMOND PLATE FLOOR, CAB GUARD AND 4” ROUND

STOP/TURN/BACK-UP LED LIGHTS, NON-SKID COATING TO BED WALKING SURFACES AND TOPS OF

TOOLBOXES AND BODY PAINT (MATCHING CAB)
LIGHTING:
- TWO (2) AMBER STROBE LIGHTS MOUNTED ON TOP OF CAB GUARD AT REAR - TWO (2) AMBER STROBE LIGHTS MOUNTED REAR OF BODY
MISC. ACCESSORIES:
- 96” X 18” X 18” TOOLBOX W/DOUBLE DOOR, 3-POINT T-HANDLE LOCK AND POLE SAW BOX, MOUNTED ON

TOP DRIVERSIDEOF BODY
- 96” LONG X 12” TALL STORAGE BOX ON TOP PASSENGER SIDE OF BODY - ONE (1) 36” W X 18”H X 20” D UNDERBODY TOOLBOX ON PASSENGER SIDE - CONE HOLDER UNDERNEITH BODY DRIVER SIDE
- 6” HIGH REMOVABLE APITONG WOOD SIDE GATES ON BOTH SIDES OF BODY BEHIND TOOLBOXES

EXTENDING TO REAR OF BODY
- PTO AND PTO DRIVEN HYDRAULICS FOR LIFT
- CHASSIS SUSPENSION ENHANCEMENT
- 2" RECIEVER HITCH ASSY WITH CHAIN ATTACHMENTS
- 7-WAY AND 4-WAY FLAT TRAILER SOCKET
- MUD FLAPS WITH ANTI SAIL BRACKETS
- 2.5 LB. ABC FIRE EXTINGUISHER
- BACKUP ALARM
PB Loader Corporation
5778 W. Barstow • Fresno, California 93722-5024 • Telephone (559) 277-7370 • Fax (559) 277-7375 Toll free 800-350-8521 • Web www.pbloader.com
050625-PBL

v052824 1

MASTER AGREEMENT #050625
CATEGORY: Roadway Maintenance Equipment
SUPPLIER: W>ŽĂĚĞƌŽƌƉŽƌĂƟŽŶ

This Master Agreement (Agreement) is between Sourcewell, ĂDŝŶŶĞƐŽƚĂƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞlocated at 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 (Sourcewell) and W>ŽĂĚĞƌŽƌƉŽƌĂƟŽŶ͕ 5778 W. Barstow Ave., Fresno, CA 93722 (Supplier).

Sourcewell ŝƐĂůŽĐĂůŐŽǀĞƌŶŵĞŶƚĂŶĚƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞĐƌĞĂƚĞĚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨ DŝŶŶĞƐŽƚĂ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐ^ĞĐƟŽŶϭϮϯ͘ϮϭͿŽīĞƌŝŶŐ a CŽŽƉĞƌĂƟǀĞPurchasing Program to eligible ƉĂƌƟĐŝƉĂƟŶŐŐŽǀĞƌŶŵĞŶƚĞŶƟƟĞƐ͘

hŶĚĞƌƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĞŶƚĞƌĞĚǁŝƚŚ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌǁŝůůƉƌŽǀŝĚĞ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƚŽ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŚƌŽƵŐŚ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program.

ƌƟĐůĞϭ͗
'ĞŶĞƌĂůdĞƌŵƐ

dŚĞ'ĞŶĞƌĂůd ĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϭĐŽŶƚƌŽůƚŚĞŽƉĞƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůů ĂŶĚ^ƵƉƉůŝĞƌĂŶĚĂƉƉůǇƚŽĂůůƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚďǇ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘^ƵďƐĞƋƵĞŶƚ
ƌƟĐůĞƐƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĐŽŶƚƌŽůƚŚĞƌŝŐŚƚƐĂŶĚŽďůŝŐĂƟŽŶƐĚŝƌĞĐƚůǇďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ ^ƵƉƉůŝĞƌ;ƌƟĐůĞϮͿ͕ĂŶĚďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇ;ƌƟĐůĞϯͿ͕ƌĞƐƉĞĐƟǀĞůǇ͘dŚĞƐĞƌƟĐůĞϭ
General TĞƌŵƐĐŽŶƚƌŽůŽǀĞƌĂŶǇĐŽŶŇŝĐƟŶŐƚĞƌŵƐ͘tŚĞƌĞƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƐŝůĞŶƚŽŶĂŶǇƐƵďũĞĐƚ͕ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚǇƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůǇĂĐĐĞƉƚĂďůĞƚĞƌŵƐ.

1) WƵƌƉŽƐĞ͘ Pursuant to Minnesota law, tŚĞ^ŽƵƌĐĞǁĞůůŽĂƌĚŽĨŝƌĞĐƚŽƌƐŚĂƐĂƵƚŚŽƌŝǌĞĚ ĂŽŽƉĞƌĂƟǀĞ Purchasing Program designed to provide PĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐǁŝƚŚĂĐĐĞƐƐƚŽĐŽŵƉĞƟƟǀĞůǇĂǁĂƌĚĞĚ
ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐagreements͘dŽĨĂĐŝůŝƚĂƚĞƚŚĞWƌŽŐƌĂŵ͕^ŽƵƌĐĞǁĞůůhas awarded Supplier this ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐDĂƐƚĞƌŐƌĞĞŵĞŶƚĨŽůůŽǁŝŶŐĂĐŽŵƉĞƟƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐŝŶƚĞŶĚĞĚƚŽ ŵĞĞƚĐŽŵƉůŝĂŶĐĞƐƚĂŶĚĂƌĚƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚDŝŶŶĞƐŽƚĂůĂǁĂŶĚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐĐŽŶƚĂŝŶĞĚ herein.

2) /ŶƚĞŶƚ͘ dŚĞŝŶƚĞŶƚŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƚŽĚĞĮŶĞƚŚĞƌŽůĞƐŽĨ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇĂƐŝƚƌĞůĂƚĞƐƚŽ^ŽƵƌĐĞǁĞůů͛ƐŽŽƉĞƌĂƟǀĞWƵƌĐŚĂƐŝŶŐWƌŽŐƌĂŵ͘

3) WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇĐĐĞƐƐ͘ ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program Master Agreements are ĂǀĂŝůĂďůĞƚŽĞůŝŐŝďůĞƉƵďůŝĐĂŐĞŶĐŝĞƐ;WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐͿ. WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͛ƐĂƵƚŚŽƌŝƚǇƚŽĂĐĐĞƐƐ
^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing PƌŽŐƌĂŵŝƐĚĞƚĞƌŵŝŶĞĚƚŚƌŽƵŐŚƚŚĞůĂǁƐŽĨŝƚƐƌĞƐƉĞĐƟǀĞ ũƵƌŝƐĚŝĐƟŽŶ͘

4) ^ƵƉƉůŝĞƌĐĐĞƐƐ͘
dŚĞ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŵĂǇďĞŵĂĚĞĂǀĂŝůĂďůĞƚŽĂŶǇ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͘^ƵƉƉůŝĞƌƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚĂWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͛ƐƵƐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĂƚƚŚĞ
WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͛ƐƐŽůĞĐŽŶǀĞŶŝĞŶĐĞ͘^ƵƉƉůŝĞƌǁŝůůĞĚƵĐĂƚĞŝƚƐƐĂůĞƐĂŶĚƐĞƌǀŝĐĞĨŽƌĐĞƐĂďŽƵƚ

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^ŽƵƌĐĞǁĞůůĞůŝŐŝďŝůŝƚǇƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚƌĞƋƵŝƌĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘^ƵƉƉůŝĞƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ ĞŶƐƵƌŝŶŐƐĂůĞƐĂƌĞǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
5) dĞƌŵ͘ dŚŝƐŐƌĞĞŵĞŶƚŝƐĞīĞĐƟǀĞƵƉŽŶƚŚĞĚĂƚĞŽĨƚŚĞĮŶĂůƐŝŐŶĂƚƵƌĞďĞůŽǁ͘dŚĞƚĞƌŵŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐĨŽƵƌ;ϰͿǇĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘dŚĞŐƌĞĞŵĞŶƚĞǆƉŝƌĞƐĂƚϭϭ͗ϱϵW ͘D͘ĞŶƚƌĂů Time on July 7, 2029, unless it is cancelled or extended ĂƐĚĞĮŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘

a)
ǆƚĞŶƐŝŽŶƐ͘ Sourcewell and Supplier may agree to up to three (3) ĂĚĚŝƟŽŶĂůŽŶĞ-year extensions ďĞǇŽŶĚƚŚĞŽƌŝŐŝŶĂůĨŽƵƌ-ǇĞĂƌƚĞƌŵ͘dŚĞƚŽƚĂůƉŽƐƐŝďůĞůĞŶŐƚŚŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƐĞǀĞŶ(7) ǇĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘

b)
ǆĐĞƉƟŽŶĂůŝƌĐƵŵƐƚĂŶĐĞƐ͘ ^ŽƵƌĐĞǁĞůůƌĞƚĂŝŶƐƚŚĞƌŝŐŚƚƚŽĐŽŶƐŝĚĞƌĂĚĚŝƟŽŶĂůĞǆƚĞŶƐŝŽŶƐĂƐ ƌĞƋƵŝƌĞĚƵŶĚĞƌĞǆĐĞƉƟŽŶĂůĐŝƌĐƵŵƐƚĂŶĐĞƐ͘

6) ^ƵƌǀŝǀĂůŽĨdĞƌŵƐ͘ EŽƚǁŝƚŚƐƚĂŶĚŝŶŐƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ƚŚĞŽďůŝŐĂƟŽŶƐŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůĐŽŶƟŶƵĞƚŚƌŽƵŐŚƚŚĞƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚŽĨĂŶǇƚƌĂŶƐĂĐƟŽŶĞŶƚĞƌĞĚbetween ^ƵƉƉůŝĞƌĂŶĚĂŶǇWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇďĞĨŽƌĞƚŚĞƚĞƌŵŝŶĂƟŽŶĚĂƚĞ͘

7) ^ĐŽƉĞ͘^ƵƉƉůŝĞƌŝƐĂǁĂƌĚĞĚĂDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽƉƌŽǀŝĚĞƚŚĞƐŽůƵƟŽŶƐŝĚĞŶƟĮĞĚŝŶRFP #050625 ƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘/Ŷ^ĐŽƉĞƐŽůƵƟŽŶƐŝŶĐůƵĚĞ͗

a. Asphalt recyclers and reclaimers, hot boxes;
b. WĂƚĐŚĞƌƐ͕ƐĞĂůĐŽĂƚĞƌƐ͕ũŽŝŶƚĂŶĚĐƌĂĐŬƐĞĂůĞƌƐ͕ĐƌĂĐŬƌŽƵƚĞƌƐ͕ŵĂƐƚŝĐĂŶĚĂĚŚĞƐŝǀĞŵĞůƚĞƌƐ͖ c. ŚŝƉƐƉƌĞĂĚĞƌƐ͕ĂƐƉŚĂůƚďƌŽŽŵƐ͕ĂŶĚƉĂǀĞŵĞŶƚŐƌŝŶĚŝŶŐŽƌŐƌŽŽǀŝŶŐĞƋƵŝƉŵĞŶƚ͖ĂŶĚ͕ d. WĂǀĞŵĞŶƚŵĂƌŬŝŶŐĂƉƉůŝĐĂƚŝŽŶĂŶĚƌĞŵŽǀĂůĞƋƵŝƉŵĞŶƚ͘

8) /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘ ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůƚŽƚŚĞĂďŽǀĞƌĞĨĞƌĞŶĐĞĚZ&Wis incorporated into this Master ŐƌĞĞŵĞŶƚ͘KŶůǇƚŚŽƐĞ^ŽůƵƟŽŶƐŝŶĐůƵĚĞĚǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůĂŶĚǁŝƚŚŝŶ^ĐŽƉĞ;/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐͿĂƌĞŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞŐƌĞĞŵĞŶƚĂŶĚŵĂǇďĞŽīĞƌĞĚƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ.

9) /ŶĚĞĮŶŝƚĞYƵĂŶƟƚǇ͘ dŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĚĞĮŶĞƐĂŶŝŶĚĞĮŶŝƚĞƋƵĂŶƟƚǇŽĨƐĂůĞƐƚŽĞůŝŐŝďůĞ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.

10) WƌŝĐŝŶŐ͘ WƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ;ŝŶĐůƵĚŝŶŐWƌŝĐŝŶŐĂŶĚĞůŝǀĞƌǇĂŶĚWƌŝĐŝŶŐ KīĞƌĞĚtĂďůĞƐͿĨŽƌĂůů/ŶĐůƵĚĞĚ
^ŽůƵƟŽŶƐǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůŝƐŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘

11) EŽƚƚŽ
ǆĐĞĞĚWƌŝĐŝŶŐ͘ Suppliers may not exceed the prices listed in the current Pricing List ŽŶĮůĞ with Sourcewell ǁŚĞŶŽīĞƌŝŶŐ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂǇ
ƌĞƋƵĞƐƚĂĚũƵƐƚŵĞŶƚƐƚŽƉƌŝĐŝŶŐĚŝƌĞĐƚůǇĨƌŽŵ^ƵƉƉůŝĞƌĚƵƌŝŶŐƚŚĞŶĞŐŽƟĂƟŽŶĂŶĚĞǆĞĐƵƟŽŶŽĨĂŶǇ ƚƌĂŶƐĂĐƟŽŶ.

12) KƉĞŶDĂƌŬĞƚ͘ ^ƵƉƉůŝĞƌ͛ƐŽƉĞŶŵĂƌŬĞƚƉƌŝĐŝŶŐprocess is included within its Proposal.

13) ^ƵƉƉůŝĞƌZĞƉƌĞƐĞŶƚĂƟŽŶƐ͗

i) ŽŵƉůŝĂŶĐĞ͘ Supplier represents and warrants it will provide all Included ^ŽůƵƟŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŝŶĨƵůůĐŽŵƉůŝĂŶĐĞǁŝƚŚĂƉƉůŝĐĂďůĞĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůůĂǁƐĂŶĚ ƌĞŐƵůĂƟŽŶƐ͘

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ii) >ŝĐĞŶƐĞƐ͘ ƐĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶĂǀĂůŝĚƐƚĂƚƵƐŽŶĂůůƌĞƋƵŝƌĞĚĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ ĂŶĚůŽĐĂůůŝĐĞŶƐĞƐ͕ďŽŶĚƐ͕ĂŶĚƉĞƌŵŝƚƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞŽƉĞƌĂƟŽŶŽĨ^ƵƉƉůŝĞƌ͛ƐďƵƐŝŶĞƐƐǁŝƚŚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂǇƌĞƋƵĞƐƚĂůůƌĞůĞǀĂŶƚĚŽĐƵŵĞŶƚĂƟŽŶĚŝƌĞĐƚůǇĨƌŽŵ Supplier.

iii) ^ƵƉƉůŝĞƌtĂƌƌĂŶƚƐ͘ Supplier warrants that all Included ^ŽůƵƟŽŶƐĨƵƌŶŝƐŚĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂƌĞĨƌĞĞĨƌŽŵůŝĞŶƐĂŶĚĞŶĐƵŵďƌĂŶĐĞƐ͕ĂŶĚĂƌĞĨƌĞĞĨƌŽŵĚĞĨĞĐƚƐŝŶĚĞƐŝŐŶ͕ŵĂƚĞƌŝĂůƐ͕ ĂŶĚǁŽƌŬŵĂŶƐŚŝƉ͘/ŶĂĚĚŝƟŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĞ^ŽůƵƟŽŶƐĂƌĞƐƵŝƚĂďůĞĨŽƌĂŶĚǁŝůůƉĞƌĨŽƌŵ in accordance with the ordinary uƐĞĨŽƌǁŚŝĐŚƚŚĞǇĂƌĞŝŶƚĞŶĚĞĚ͘

14) ĂŶŬƌƵƉƚĐǇEŽƟĐĞƐ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐŝƚŝƐŶŽƚĐƵƌƌĞŶƚůǇŝŶĂďĂŶŬƌƵƉƚĐǇƉƌŽĐĞĞĚŝŶŐ͘ ^ƵƉƉůŝĞƌŚĂƐĚŝƐĐůŽƐĞĚĂůůĐƵƌƌĞŶƚĂŶĚĐŽŵƉůĞƚĞĚďĂŶŬƌƵƉƚĐǇƉƌŽĐĞĞĚŝŶŐƐǁŝƚŚŝŶƚŚĞƉĂƐƚƐĞǀĞŶǇĞĂƌƐ ǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞŶŽƟĐĞŝŶǁƌŝƟŶŐƚŽ^ŽƵƌĐĞǁĞůůŝĨŝƚĞŶƚĞƌƐĂďĂŶŬƌƵƉƚĐǇ ƉƌŽĐĞĞĚŝŶŐĂƚĂŶǇƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

15) ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞ ƉƌĞƐĞŶƚůǇĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůǇĞǆĐůƵĚĞĚ ĨƌŽŵƉƌŽŐƌĂŵƐŽƉĞƌĂƚĞĚďǇƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͕ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞnt, or any WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐŚĂǀĞďĞĞŶ ĐŽŶǀŝĐƚĞĚŽĨĂĐƌŝŵŝŶĂůŽīĞŶƐĞƌĞůĂƚĞĚƚŽƚŚĞƐƵďũĞĐƚŵĂƩĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ warrants that it will pƌŽǀŝĚĞŝŵŵĞĚŝĂƚĞǁƌŝƩĞŶŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚŝƐĐĞƌƟĮĐĂƟŽŶĐŚĂŶŐĞƐĂƚ ĂŶǇƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

16) WƌŽǀŝƐŝŽŶƐĨŽƌŶŽŶ-hŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĞŶƟƚǇƉƌŽĐƵƌĞŵĞŶƚƐƵŶĚĞƌhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĂǁĂƌĚƐ ŽƌŽƚŚĞƌĂǁĂƌĚƐ;ƉƉĞŶĚŝǆII ƚŽϮ͘&͘ZΑϮϬϬͿ͘ WĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚĂƚƵƐĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂů
ŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨƵŶĚŝŶŐƚŽƉƵƌĐŚĂƐĞƐŽůƵƟŽŶƐĨƌŽŵƚŚŝƐŐƌĞĞŵĞŶƚŵĂǇďĞƐƵďũĞĐƚƚŽ ĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐŝŶĐůƵĚŝŶŐƚŚĞƉƌŽĐƵƌĞŵĞŶƚƐƚĂŶĚĂƌĚƐŽĨƚŚĞhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƟǀĞ ZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌŝŶĐŝƉůĞƐĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͕Ϯ͘&͘Z͘ΑϮϬϬ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂǇŚĂǀĞĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐďĂƐĞĚŽŶƐƉĞĐŝĮĐĨƵŶĚŝŶŐƐŽƵƌĐĞƚĞƌŵƐŽƌ ĐŽŶĚŝƟŽŶƐ͘tŝƚŚŝŶƚŚŝƐ^ĞĐƟŽŶ͕ĂůůƌĞĨĞƌĞŶĐĞƐƚŽ͞ĨĞĚĞƌĂů͟ƐŚŽƵůĚďĞŝŶƚĞƌƉƌĞƚĞĚƚŽŵĞĂŶƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͘dŚĞĨŽůůŽǁŝŶŐůŝƐƚĂƉƉůŝĞƐǁŚĞŶĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇĂĐĐĞƐƐĞƐ^ƵƉƉůŝĞƌ͛Ɛ
Included ^ŽůƵƟŽŶƐǁŝƚŚhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĨƵŶĚƐ͘

i)
Yh>
DW>KzD
EdKWWKZdhE/dz ͘
ǆĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘& ͘Z͘Α
60, all agreements ƚŚĂƚŵĞĞƚƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨĞĚĞƌĂůůǇĂƐƐŝƐƚĞĚĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚ͟ŝŶϰϭ ͘&͘Z͘ΑϲϬ-ϭ͘ϯŵƵƐƚŝŶĐůƵĚĞƚŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚǇĐůĂƵƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘ΑϲϬ-1.4(b), in ĂĐĐŽƌĚĂŶĐĞǁŝƚŚ
ǆĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲ͕͞
ƋƵĂů
ŵƉůŽǇŵĞŶƚKƉƉŽƌƚƵ
ŶŝƚǇ͟;ϯϬ&ZϭϮ319, 12935,
ϯ͘&͘Z͘Α͕ϭϵϲϰ-ϭϵϲϱŽŵƉ͕͘Ɖ͘ϯϯϵͿ͕ĂƐĂŵĞŶĚĞĚďǇ
ǆĞĐƵƟǀĞKƌĚĞƌϭϭϯϳϱ͕͞ŵĞŶĚŝŶŐ

ǆĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲZĞůĂƟŶŐƚŽ
ƋƵĂů
ŵƉůŽǇŵĞŶƚKƉƉŽƌƚƵŶŝƚǇ͕͟ ĂŶĚŝŵƉůĞŵĞŶƟŶŐ
ƌĞŐƵůĂƟŽŶƐĂƚϰϭ͘&͘Z͘ΑϲϬ͕͞KĸĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ ƋƵĂů

ŵƉůŽǇŵĞŶƚKƉƉŽƌƚƵŶŝƚǇ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ ͘͟dŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚǇĐůĂƵƐĞŝƐŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶďǇƌĞĨĞƌĞŶĐĞ͘

ii) DAVIS-KEd ͕^D
E
;ϰϬh͘^͘͘Αϯϭϰϭ-ϯϭϰϴͿ͘ tŚĞŶƌĞƋƵŝƌĞĚďǇĨĞĚĞƌĂů
ƉƌŽŐƌĂŵůĞŐŝƐůĂƟŽŶ͕ĂůůƉƌŝŵĞĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚƐŝŶĞǆĐĞƐƐŽĨΨϮ͕ϬϬϬĂǁĂƌĚĞĚďǇŶŽŶ-ĨĞĚĞƌĂů ĞŶƟƟĞƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĂǀŝƐ-ĂĐŽŶĐƚ;ϰϬh͘^͘͘Αϯϭϰϭ- 3144, and 3146-ϯϭϰϴͿĂƐƐƵƉƉůĞŵĞŶƚĞĚďǇĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘Αϱ͕ ͞>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚƐŽǀĞƌŝŶŐ&ĞĚĞƌĂůůǇ&ŝŶĂŶĐĞĚĂŶĚƐƐŝƐƚĞĚ

050625-PBL

v052824 4

ŽŶƐƚƌƵĐƟŽŶ͟Ϳ͘/ŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƚĂƚƵƚĞ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽƉĂǇǁĂŐĞƐƚŽ ůĂďŽƌĞƌƐĂŶĚŵĞĐŚĂŶŝĐƐĂƚĂƌĂƚĞŶŽƚůĞƐƐƚŚĂŶƚŚĞƉƌĞǀĂŝůŝŶŐǁĂŐĞƐƐƉĞĐŝĮĞĚŝŶĂǁĂŐĞ ĚĞƚĞƌŵŝŶĂƟŽŶŵĂĚĞďǇƚŚĞ^ĞĐƌĞƚĂƌǇŽĨ>ĂďŽƌ ͘/ŶĂĚĚŝƟŽŶ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ďĞƌĞƋƵŝƌĞĚƚŽƉĂǇ ǁĂŐĞƐŶŽƚůĞƐƐƚŚĂŶŽŶĐĞĂǁĞĞŬ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚǇŵƵƐƚƉůĂĐĞĂĐŽƉǇŽĨƚŚĞĐƵƌƌĞŶƚ ƉƌĞǀĂŝůŝŶŐǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶŝƐƐƵĞĚďǇƚŚĞĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌŝŶĞĂĐŚƐŽůŝĐŝƚĂƟŽŶ͘dŚĞ decision to award a contract or subcontract must be condiƟŽŶĞĚƵƉŽŶƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨƚŚĞ ǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚǇŵƵƐƚƌĞƉŽƌƚĂůůƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽ ƚŚĞĨĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐǇ͘dŚĞĐŽŶƚƌĂĐƚƐŵƵƐƚĂůƐŽŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŽƉĞůĂŶĚ͞ŶƟ-<ŝĐŬďĂĐŬ͟Đƚ;ϰϬh͘^͘͘ΑϯϭϰϱͿ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďǇĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ ƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘Αϯ͕͞ŽŶƚƌĂĐƚŽƌƐĂŶĚ^ƵďĐŽŶƚƌĂĐƚŽƌƐŽŶWƵďůŝĐƵŝůĚŝŶŐŽƌWƵďůŝĐtŽƌŬ &ŝŶĂŶĐĞĚŝŶtŚŽůĞŽƌŝŶWĂƌƚďǇ>ŽĂŶƐŽƌ'ƌĂŶƚƐĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͟Ϳ͘dŚĞĐƚƉƌŽǀŝĚĞƐƚŚĂƚ each conƚƌĂĐƚŽƌŽƌƐƵďƌĞĐŝƉŝĞŶƚŵƵƐƚďĞƉƌŽŚŝďŝƚĞĚĨƌŽŵŝŶĚƵĐŝŶŐ͕ďǇĂŶǇŵĞĂŶƐ͕ĂŶǇƉĞƌƐŽŶ ĞŵƉůŽǇĞĚŝŶƚŚĞĐŽŶƐƚƌƵĐƟŽŶ͕ĐŽŵƉůĞƟŽŶ͕ŽƌƌĞƉĂŝƌŽĨƉƵďůŝĐǁŽƌŬ͕ƚŽŐŝǀĞƵƉĂŶǇƉĂƌƚŽĨƚŚĞ ĐŽŵƉĞŶƐĂƟŽŶƚŽǁŚŝĐŚŚĞŽƌƐŚĞŝƐŽƚŚĞƌǁŝƐĞĞŶƟƚůĞĚ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚǇmust report all ƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽƚŚĞĨĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐǇ͘^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůǇǁŝƚŚĂůů ĂƉƉůŝĐĂďůĞĂǀŝƐ-Bacon Act provisions.

iii) KEdZdtKZ<,KhZ^E^&
dz^dEZ^d;ϰϬh͘^͘͘ΑϯϳϬϭ-ϯϳϬϴͿ͘
Where applicable, all contracts awarded by the non-ĨĞĚĞƌĂůĞŶƟƚǇŝŶĞǆĐĞƐƐŽĨΨϭϬϬ͕ϬϬϬƚŚĂƚ ŝŶǀŽůǀĞƚŚĞĞŵƉůŽǇŵĞŶƚŽĨŵĞĐŚĂŶŝĐƐŽƌůĂďŽƌĞƌƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚ ϰϬh͘^͘͘ΑΑϯϳϬϮĂŶĚϯϳϬϰ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďǇĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘ΑϱͿ͘ hŶĚĞƌϰϬh͘^͘͘ΑϯϳϬϮŽĨƚŚĞĐƚ͕ĞĂĐŚĐŽŶƚƌĂĐƚŽƌŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽĐŽŵƉƵƚĞƚŚĞǁĂŐĞƐŽĨ ĞǀĞƌǇŵĞĐŚĂŶŝĐĂŶĚůĂďŽƌĞƌŽŶƚŚĞďĂƐŝƐŽĨĂƐƚĂŶĚĂƌĚǁŽƌŬǁĞĞŬŽĨϰϬŚŽƵƌƐ͘tŽƌŬŝŶĞǆĐĞƐƐŽĨ ƚŚĞƐƚĂŶĚĂƌĚǁŽƌŬǁĞĞŬŝƐƉĞƌŵŝƐƐŝďůĞƉƌŽǀŝĚĞĚƚŚĂƚƚŚĞǁŽƌŬĞƌŝƐĐŽŵƉĞŶƐĂƚĞĚĂƚĂƌĂƚĞŽĨŶŽƚ ůĞƐƐƚŚĂŶŽŶĞĂŶĚĂŚĂůĨƟŵĞƐƚŚĞďĂƐŝĐƌĂƚĞŽĨƉĂǇĨŽƌĂůůŚŽƵƌƐǁŽƌŬĞĚŝŶĞǆĐĞƐƐŽĨϰϬŚŽƵƌƐŝŶ ƚŚĞǁŽƌŬǁĞĞŬ͘dŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϰϬh͘^͘͘ΑϯϳϬϰĂƌĞĂƉƉůŝĐĂďůĞƚŽĐŽŶƐƚƌƵĐƟŽŶǁŽƌŬĂŶĚ ƉƌŽǀŝĚĞƚŚĂƚŶŽůĂďŽƌĞƌŽƌŵĞĐŚĂŶŝĐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽǁŽƌŬŝŶƐƵƌƌŽƵŶĚŝŶŐƐŽƌƵŶĚĞƌǁŽƌŬŝŶŐ ĐŽŶĚŝƟŽŶƐǁŚŝĐŚĂƌĞƵŶƐĂŶŝƚĂƌǇ͕ŚĂǌĂƌĚŽƵƐŽƌĚĂŶŐĞƌŽƵƐ͘dŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐĚŽŶŽƚĂƉƉůǇƚŽ the purchases ŽĨƐƵƉƉůŝĞƐ͕ŵĂƚĞƌŝĂůƐ͕ŽƌĂƌƟĐůĞƐŽƌĚŝŶĂƌŝůǇĂǀĂŝůĂďůĞŽŶƚŚĞŽƉĞŶŵĂƌŬĞƚ͕Žƌ ĐŽŶƚƌĂĐƚƐĨŽƌƚƌĂŶƐƉŽƌƚĂƟŽŶŽƌƚƌĂŶƐŵŝƐƐŝŽŶŽĨŝŶƚĞůůŝŐĞŶĐĞ͘dŚŝƐƉƌŽǀŝƐŝŽŶŝƐŚĞƌĞďǇŝŶĐŽƌƉŽƌĂƚĞĚ ďǇƌĞĨĞƌĞŶĐĞŝŶƚŽƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨĂŶĂǁĂƌĚĨŽƌĂůů ŐƌĞĞŵĞŶƚƐďǇ^ŽƵƌĐĞǁĞůůƌĞƐƵůƟŶŐĨƌŽŵƚŚŝƐƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐ͕^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůǇǁŝƚŚ ĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘

iv) Z/',d^dK/Es
Ed/KE^D
hE
ZKEdZdKZ'Z

D
Ed͘ /ĨƚŚĞĨĞĚĞƌĂů
ĂǁĂƌĚŵĞĞƚƐƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͟ƵŶĚĞƌϯϳ͘&͘Z͘ΑϰϬϭ͘Ϯ;ĂͿĂŶĚƚŚĞƌĞĐŝƉŝĞŶƚ ŽƌƐƵďƌĞĐŝƉŝĞŶƚǁŝƐŚĞƐƚŽĞŶƚĞƌŝŶƚŽĂĐŽŶƚƌĂĐƚǁŝƚŚĂƐŵĂůůďƵƐŝŶĞƐƐĮƌŵŽƌŶŽŶƉƌŽĮƚ ŽƌŐĂŶŝǌĂƟŽŶƌĞŐĂƌĚŝŶŐƚŚĞƐƵďƐƟƚƵƟŽŶŽĨƉĂƌƟĞƐ͕ĂƐƐŝŐŶŵĞŶƚŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨĞǆƉĞƌŝŵĞŶƚĂů͕ ĚĞǀĞůŽƉŵĞŶƚĂů͕ŽƌƌĞƐĞĂƌĐŚǁŽƌŬƵŶĚĞƌƚŚĂƚ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͕͟ƚŚĞƌĞĐŝƉŝĞŶƚŽƌƐƵďƌĞĐŝƉŝĞŶƚ ŵƵƐƚĐŽŵƉůǇǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϯϳ͘&͘Z͘ΑϰϬϭ͕͞ZŝŐŚƚƐƚŽ/ŶǀĞŶƟŽŶƐDĂĚĞďǇEŽŶƉƌŽĮƚ KƌŐĂŶŝǌĂƟŽŶƐĂŶĚ^ŵĂůůƵƐŝŶĞƐƐ&ŝƌŵƐhŶĚĞƌ'ŽǀĞƌŶŵĞŶƚ'ƌĂŶƚƐ͕ŽŶƚƌĂĐƚƐĂŶĚŽŽƉĞƌĂƟǀĞ ŐƌĞĞŵĞŶƚƐ͕͟ĂŶĚĂŶǇŝŵƉůĞŵĞŶƟŶŐƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚďǇƚŚĞĂǁĂƌĚŝŶŐĂŐĞŶĐǇ͘^ƵƉƉůŝĞƌ ĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨĂŶĂǁĂƌĚĨŽƌĂůůŐƌĞĞŵĞŶƚƐďǇ ^ŽƵƌĐĞǁĞůůƌĞƐƵůƟŶŐĨƌŽŵƚŚŝƐ
ƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐ͕^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůǇǁŝƚŚĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘

v) >
E/Zd;ϰϮh͘^͘͘ΑϳϰϬϭ-ϳϲϳϭY͘ͿEd,
&

Z>td
ZWK>>hd/KE
KEdZK>d;ϯϯh͘^͘͘ΑϭϮϱϭ-ϭϯϴϳͿ͘ ŽŶƚƌĂĐƚƐĂŶĚƐƵďŐƌĂŶƚƐŽĨĂŵŽƵŶƚƐŝŶĞǆĐĞƐƐŽĨ ΨϭϱϬ͕ϬϬϬƌĞƋƵŝƌĞƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚƚŽĂŐƌĞĞƚŽĐŽŵƉůǇǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƐƚĂŶĚĂƌĚƐ͕ŽƌĚĞƌƐ

050625-PBL

v052824 5

ŽƌƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚƉƵƌƐƵĂŶƚƚŽƚŚĞůĞĂŶŝƌĐƚ;ϰϮh͘^͘͘ΑϳϰϬϭ- ϳϲϳϭƋͿĂŶĚƚŚĞ&ĞĚĞƌĂů tĂƚĞƌWŽůůƵƟŽŶŽŶƚƌŽůĐƚĂƐĂŵĞŶĚĞĚ;ϯϯh͘^͘͘ΑϭϮϱϭ- ϭϯϴϳͿ͘sŝŽůĂƟŽŶƐŵƵƐƚďĞƌĞƉŽƌƚĞĚƚŽ ƚŚĞ&ĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐǇĂŶĚƚŚĞZĞŐŝŽŶĂůKĸĐĞŽĨƚŚĞ ŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐǇ
;
WͿ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůǇǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘

vi)
ZD
EdE^h^W
E^/KE;
y
hd/s
KZ
Z^ϭϮϱϰϵEϭϮϲϴϵͿ͘ A contract
ĂǁĂƌĚ;ƐĞĞϮ͘&͘Z͘ΑϭϴϬ͘ϮϮϬͿŵƵƐƚŶŽƚďĞŵĂĚĞƚŽƉĂƌƟĞƐůŝƐƚĞĚŽŶƚŚĞŐŽǀĞƌŶŵĞŶƚǁŝĚĞ ĞǆĐůƵƐŝŽŶƐŝŶƚŚĞ^ǇƐƚĞŵĨŽƌǁĂƌĚDĂŶĂŐĞŵĞŶƚ;^DͿ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞKDŐƵŝĚĞůŝŶĞƐ ĂƚϮ͘&͘Z͘ΑϭϴϬƚŚĂƚŝŵƉůĞŵĞŶƚ
ǆĞĐƵƟǀĞKƌĚĞƌƐϭϮϱϰϵ;ϯ͘&͘Z͘ΑϭϵϴϲŽŵƉ͕͘Ɖ͘ϭϴϵͿĂŶĚ ϭϮϲϴϵ;ϯ͘&͘Z͘ΑϭϵϴϵŽŵƉ͕͘Ɖ͘ϮϯϱͿ͕͞ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘͟^D ǆĐůƵƐŝŽŶƐĐŽŶƚĂŝŶƐ
ƚŚĞŶĂŵĞƐŽĨƉĂƌƟĞƐĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ŽƌŽƚŚĞƌǁŝƐĞĞǆĐůƵĚĞĚďǇĂŐĞŶĐŝĞƐ͕ĂƐǁĞůůĂƐƉĂƌƟĞƐ ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞƵŶĚĞƌƐƚĂƚƵƚŽƌǇŽƌƌĞŐƵůĂƚŽƌǇĂƵƚŚŽƌŝƚǇŽƚŚĞƌƚŚĂŶ ǆĞĐƵƟǀĞKƌĚĞƌϭϮϱϰϵ͘
^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞƉƌĞƐĞŶƚůǇĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚ ĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůǇĞǆĐůƵĚĞĚĨƌŽŵƉĂƌƟĐŝƉĂƟŽŶďǇĂŶǇĨĞĚĞƌĂů department or agency.

vii) BYRD ANTI->Kz/E'D
ED
Ed ͕^D
E
;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘ Suppliers must
ĮůĞĂŶǇƌĞƋƵŝƌĞĚĐĞƌƟĮĐĂƟŽŶƐ͘^ƵƉƉůŝĞƌƐŵƵƐƚŶŽƚŚĂǀĞƵƐĞĚĨĞĚĞƌĂůĂƉƉƌŽƉƌŝĂƚĞĚĨƵŶĚƐƚŽƉĂǇ ĂŶǇƉĞƌƐŽŶŽƌŽƌŐĂŶŝǌĂƟŽŶĨŽƌŝŶŇƵĞŶĐŝŶŐŽƌĂƩĞŵƉƟŶŐƚŽŝŶŇƵĞŶĐĞĂŶŽĸĐĞƌŽƌĞŵƉůŽǇĞĞŽĨ ĂŶǇĂŐĞŶĐǇ͕ĂŵĞŵďĞƌŽĨŽŶŐƌĞƐƐ͕ŽĸĐĞƌŽƌĞŵƉůŽǇĞĞŽĨŽŶŐƌĞƐƐ͕ŽƌĂŶĞŵƉůŽǇĞĞŽĨĂ ŵĞŵďĞƌŽĨŽŶŐƌĞƐƐŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶǇĨĞĚĞƌĂůĐŽŶƚƌĂĐƚ͕ŐƌĂŶƚ͕ŽƌĂŶǇŽƚŚĞƌ ĂǁĂƌĚĐŽǀĞƌĞĚďǇϯϭh͘^͘͘ΑϭϯϱϮ͘^ƵƉƉůŝĞƌƐŵƵƐƚĚŝƐĐůŽƐĞĂŶǇůŽďďǇŝŶŐǁŝƚŚŶŽŶ-ĨĞĚĞƌĂůĨƵŶĚƐ ƚŚĂƚƚĂŬĞƐƉůĂĐĞŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶǇĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵĐŚĚŝƐĐůŽƐƵƌĞƐĂƌĞĨŽƌǁĂƌĚĞĚ ĨƌŽŵƟĞƌƚŽƟĞƌƵƉƚŽƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵƉƉůŝĞƌƐŵƵƐƚĮůĞĂůůĐĞƌƟĮĐĂƟŽŶƐĂŶĚĚŝƐĐůŽƐƵƌĞƐ ƌĞƋƵŝƌĞĚďǇ͕ĂŶĚŽƚŚĞƌǁŝƐĞĐŽŵƉůǇǁŝƚŚ͕ƚŚĞǇƌĚŶƟ->ŽďďǇŝŶŐŵĞŶĚŵĞŶƚ;ϯϭh͘^͘͘Αϭϯϱ2).

viii) Z
KZZ
d
Ed/KEZ
Yh/Z
D
Ed^͘To the extent applicable, Supplier must comply
ǁŝƚŚƚŚĞƌĞĐŽƌĚƌĞƚĞŶƟŽŶƌĞƋƵŝƌĞŵĞŶƚƐĚĞƚĂŝůĞĚŝŶϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯ͘dŚĞ^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ ĐĞƌƟĮĞƐƚŚĂƚŝƚǁŝůůƌĞƚĂŝŶĂůůƌĞĐŽƌĚƐĂƐƌĞƋƵŝƌĞĚďǇϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯĨŽƌĂƉĞƌŝŽĚŽĨϯǇĞĂƌƐĂŌĞƌ grantees or ƐƵďŐƌĂŶƚĞĞƐƐƵďŵŝƚĮŶĂůĞǆƉĞŶĚŝƚƵƌĞƌĞƉŽƌƚƐŽƌƋƵĂƌƚĞƌůǇŽƌĂŶŶƵĂůĮŶĂŶĐŝĂů ƌĞƉŽƌƚƐ͕ĂƐĂƉƉůŝĐĂďůĞ͕ĂŶĚĂůůŽƚŚĞƌƉĞŶĚŝŶŐŵĂƩĞƌƐĂƌĞĐůŽƐĞĚ͘

ix)
E
Z'zWK>/zEKE^
Zsd/KEdKDW>/E
͘ To the extent applicable,
^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůǇǁŝƚŚƚŚĞŵĂŶĚĂƚŽƌǇƐƚĂŶĚĂƌĚƐĂŶĚƉŽůŝĐŝĞƐƌĞůĂƟŶŐƚŽĞŶĞƌŐǇĞĸĐŝĞŶĐǇ ǁŚŝĐŚĂƌĞĐŽŶƚĂŝŶĞĚŝŶƚŚĞƐƚĂƚĞĞŶĞƌŐǇĐŽŶƐĞƌǀĂƟŽŶƉůĂŶŝƐƐƵĞĚŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŶĞƌŐǇ
WŽůŝĐǇĂŶĚŽŶƐĞƌǀĂƟŽŶĐƚ͘

x) hzD
Z/EWZKs/^/KE^KDW>/E
͘ To the extent applicable, Supplier must
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050625-PBL

v052824 6

ƌŝŐŚƚĂůƐŽŝŶĐůƵĚĞƐƟŵĞůǇĂŶĚƌĞĂƐŽŶĂďůĞĂĐĐĞƐƐƚŽ^ƵƉƉůŝĞƌ͛ƐƉĞƌƐŽŶŶĞůĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨ ŝŶƚĞƌǀŝĞǁĂŶĚĚŝƐĐƵƐƐŝŽŶƌĞůĂƟŶŐƚŽƐƵĐŚĚŽĐƵŵĞŶƚƐ͘

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050625-PBL

v052824 7

xx) KD
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x ůĞĂƌůǇƐƉĞĐŝĨǇƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖
x WƌŽǀŝĚĞƐƵĸĐŝĞŶƚĚĞƚĂŝůƚŽũƵƐƟĨǇƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖ x /ŶĚŝǀŝĚƵĂůůǇůŝƐƚĂůů/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐĂīĞĐƚĞĚďǇƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͕ĂůŽŶŐǁŝƚŚƚŚĞ ƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ;Ğ͘Ő͕͘ĂĚĚŝƟŽŶ͕ĚĞůĞƟŽŶ͕ƉƌŝĐĞĐŚĂŶŐĞͿ͖ĂŶĚ x /ŶĐůƵĚĞĂĐŽŵƉůĞƚĞƌĞƐƚĂƚĞŵĞŶƚŽĨWƌŝĐŝŶŐ>ŝƐƚǁŝƚŚƚŚĞĞīĞĐƟǀĞĚĂƚĞŽĨƚŚĞŵŽĚŝĮĞĚƉƌŝĐŝŶŐ͕ ŽƌƉƌŽĚƵĐƚĂĚĚŝƟŽŶŽƌĚĞůĞƟŽŶ͘dŚĞŶĞǁƉƌŝĐŝŶŐƌĞƐƚĂƚĞŵĞŶƚŵƵƐƚŝŶĐůƵĚĞĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚ͕ĞǀĞŶĨŽƌƚŚŽƐĞŝƚĞŵƐǁŚĞƌĞƉƌŝĐŝŶŐƌĞŵĂŝŶƐƵŶĐŚĂŶŐĞĚ͘

ĨƵůůǇĞǆĞĐƵƚĞĚ^ŽƵƌĐĞǁĞůůWƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵǁŝůůďĞĐŽŵĞĂŶĂŵĞŶĚŵĞŶƚƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚǁŝůůďĞŝŶĐŽƌƉŽƌĂƚĞĚďǇƌĞĨĞƌĞŶĐĞ͘

3) ƵƚŚŽƌŝǌĞĚZĞƉƌĞƐĞŶƚĂƟǀĞ͘ ^ƵƉƉůŝĞƌǁŝůůĂƐƐŝŐŶĂŶƵƚŚŽƌŝǌĞĚZĞƉƌĞƐĞŶƚĂƟǀĞƚŽ^ŽƵƌĐĞǁĞůůĨŽƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂŶĚŵƵƐƚƉƌŽǀŝĚĞƉƌŽŵƉƚŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚĂƚƉĞƌƐŽŶŝƐĐŚĂŶŐĞĚ͘dŚĞƵƚŚŽƌŝǌĞĚ ZĞƉƌĞƐĞŶƚĂƟǀĞǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ͗
x DĂŝŶƚĞŶĂŶĐĞĂŶĚŵĂŶĂŐĞŵĞŶƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͖
x dŝŵĞůǇƌĞƐƉŽŶƐĞƚŽĂůů^ŽƵƌĐĞǁĞůůĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŝŶƋƵŝƌŝĞƐ͖ĂŶĚ
x WĂƌƟĐŝƉĂƟŽŶŝŶƌĞǀŝĞǁƐǁŝƚŚ^ŽƵƌĐĞǁĞůů͘

^ŽƵƌĐĞǁĞůůΖƐƵƚŚŽƌŝǌĞĚZĞƉƌĞƐĞŶƚĂƟǀĞŝƐŝƚƐŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĸĐĞƌ.

4) WĞƌĨŽƌŵĂŶĐĞZĞǀŝĞǁƐ͘ Supplier will ƉĞƌĨŽƌŵĂŵŝŶŝŵƵŵŽĨŽŶĞƌĞǀŝĞǁǁŝƚŚ^ŽƵƌĐĞǁĞůůƉĞƌ ĂŐƌĞĞŵĞŶƚǇĞĂƌ͘dŚĞƌĞǀŝĞǁǁŝůůĐŽǀĞƌƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͕ƉƌŝĐŝŶŐĂŶĚƚĞƌŵƐ͕
ĂĚŵŝŶŝƐƚƌĂƟǀĞĨĞĞƐ͕ƐĂůĞƐĚĂƚĂƌĞƉŽƌƚƐ͕ƉĞƌĨŽƌŵĂŶĐĞŝƐƐƵĞƐ͕ƐƵƉƉůǇ chain issues, customer issues, and ĂŶǇŽƚŚĞƌŶĞĐĞƐƐĂƌǇŝŶĨŽƌŵĂƟŽŶ͘

5) ^ĂůĞƐZĞƉŽƌƟŶŐZĞƋƵŝƌĞĚ͘ ^ƵƉƉůŝĞƌŝƐƌĞƋƵŝƌĞĚĂƐĂŵĂƚĞƌŝĂůĞůĞŵĞŶƚƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽ ƌĞƉŽƌƚĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƵƟůŝǌŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽ
provide complete and accurate ƌĞƉŽƌƚƐĂƐĚĞĮŶĞĚŚĞƌĞŝŶǁŝůůďĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚŽĨƚŚĞŐƌĞĞŵĞŶƚ

050625-PBL

v052824 8

ĂŶĚ^ŽƵƌĐĞǁĞůůƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƉƵƌƐƵĞĂůůƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞĂƚůĂǁŝŶĐůƵĚŝŶŐĐĂŶĐĞůůĂƟŽŶŽĨ this Agreement.

6) ZĞƉŽƌƟŶŐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂŶĂĐƟǀŝƚǇƌĞƉŽƌƚŽĨĂůůƚƌĂŶƐĂĐƟŽŶƐ ĐŽŵƉůĞƚĞĚƵƟůŝǌŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘ZĞƉŽƌƚƐĂƌĞĚƵĞĂƚůĞĂƐƚŽŶĐĞĞĂĐŚĐĂůĞŶĚĂƌƋƵĂƌƚĞƌ;ZĞƉŽƌƟŶŐ WĞƌŝŽĚͿ͘ZĞƉŽƌƚƐŵƵƐƚďĞƌĞĐĞŝǀĞĚŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂǇƐĂŌĞƌƚŚĞĞŶĚŽĨĞĂch calendar ƋƵĂƌƚĞƌ ͘^ƵƉƉůŝĞƌŵĂǇƌĞƉŽƌƚŽŶĂŵŽƌĞĨƌĞƋƵĞŶƚďĂƐŝƐŝŶŝƚƐĚŝƐĐƌĞƟŽŶ͘ZĞƉŽƌƚƐŵƵƐƚďĞƉƌŽǀŝĚĞĚ ƌĞŐĂƌĚůĞƐƐŽĨƚŚĞĂŵŽƵŶƚŽĨĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐĚƵƌŝŶŐƚŚĂƚƋƵĂƌƚĞƌ;ŝ͘Ğ͕͘ŝĨƚŚĞƌĞĂƌĞŶŽƐĂůĞƐ͕ Supplier must submit a ƌĞƉŽƌƚŝŶĚŝĐĂƟŶŐŶŽƐĂůĞƐǁĞƌĞŵĂĚĞͿ͘

dŚĞZĞƉŽƌƚŵƵƐƚĐŽŶƚĂŝŶƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐ͗
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇEĂŵĞ;Ğ͘Ő͕͘ŝƚǇŽĨ^ƚĂƉůĞƐ,ŝŐŚǁĂǇĞƉĂƌƚŵĞŶƚͿ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇWŚǇƐŝĐĂů^ƚƌĞĞƚĚĚƌĞƐƐ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŝƚǇ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ^ƚĂƚĞͬWƌŽǀŝŶĐĞ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŝƉͬWŽƐƚĂůŽĚĞ͖
x ^ŽƵƌĐĞǁĞůůWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇAccount Number;
x dƌĂŶƐĂĐƟŽŶĞƐĐƌŝƉƟŽŶ͖
x dƌĂŶƐĂĐƟŽŶWƵƌĐŚĂƐĞĚWƌŝĐĞ͖
x ^ŽƵƌĐĞǁĞůůĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉƉůŝĞĚ͖ĂŶĚ
x ĂƚĞdƌĂŶƐĂĐƟŽŶǁĂƐŝŶǀŽŝĐĞĚͬƐĂůĞǁĂƐƌĞĐŽŐŶŝǌĞĚĂƐƌĞǀĞŶƵĞďǇ^ƵƉƉůŝĞƌ ͘

/Ĩcollected by Supplier, the Report may include the ĨŽůůŽǁŝŶŐĮĞůĚƐĂƐĂǀĂŝůĂďůĞ͗ x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŽŶƚĂĐƚEĂŵĞ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŽŶƚĂĐƚ
ŵĂŝůĚĚƌĞƐƐ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŽŶƚĂĐƚdĞůĞƉŚŽŶĞEƵŵďĞƌ͖

7) ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘ /ŶĐŽŶƐŝĚĞƌĂƟŽŶĨŽƌƚŚĞƐƵƉƉŽƌƚĂŶĚƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďǇ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ ǁŝůůƉĂǇĂŶĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƚŽ^ŽƵƌĐĞǁĞůůŽŶĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ
ƵƟůŝǌŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌǁŝůůŝŶĐůƵĚĞŝƚƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝƚŚin its proposed pricing. ^ƵƉƉůŝĞƌŵĂǇŶŽƚĚŝƌĞĐƚůǇĐŚĂƌŐĞWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŽŽīƐĞƚƚŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘

8) &ĞĞĂůĐƵůĂƟŽŶ͘ ^ƵƉƉůŝĞƌ͛ƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉĂǇĂďůĞƚŽ^ŽƵƌĐĞǁĞůůǁŝůůďĞĐĂůĐƵůĂƚĞĚĂƐĂƐƚĂƚĞĚ ƉĞƌĐĞŶƚĂŐĞ;ůŝƐƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůͿŽĨĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƵƟůŝǌŝŶŐƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚŝŶƚŚĞƉƌĞĐĞĚŝŶŐZĞƉŽƌƟŶŐWĞƌŝŽĚ͘ For certain categories, a ŇĂƚĨĞĞ may be proposed. dŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝůůďĞƐƚĂƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂů.

9) &ĞĞZĞŵŝƩĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůƌĞŵŝƚĨĞĞƚŽ^ŽƵƌĐĞǁĞůůŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂǇƐĂŌĞƌƚŚĞĐůŽƐĞ ŽĨƚŚĞƉƌĞĐĞĚŝŶŐĐĂůĞŶĚĂƌƋƵĂƌƚĞƌŝŶĐŽŶũƵŶĐƟŽŶǁŝƚŚ^ƵƉƉůŝĞƌ͛ƐZĞƉŽƌƟŶŐWĞƌŝŽĚŽďůŝŐĂƟŽŶƐ ĚĞĮŶĞĚŚĞƌĞŝŶ͘WĂǇŵĞŶƚƐƐŚŽƵůĚŶŽƚĞƚŚĞ^ƵƉƉůŝĞƌ͛ƐŶĂŵĞĂŶĚ^ŽƵ ƌĐĞǁĞůů-assigned Agreement
number in the memo; and must be either mailed to Sourcewell ĂďŽǀĞ͞ƩŶ͗ĐĐŽƵŶƚƐZĞĐĞŝǀĂďůĞ͟Žƌ ƌĞŵŝƩĞĚĞůĞĐƚƌŽŶŝĐĂůůǇƚŽ^ŽƵƌĐĞǁĞůů͛ƐďĂŶŬŝŶŐŝŶƐƟƚƵƟŽŶƉĞƌ^ŽƵƌĐĞǁĞůů͛Ɛ&ŝŶĂŶĐĞĚĞƉĂƌƚŵĞŶƚ ŝŶƐƚƌƵĐƟŽŶƐ͘

10) EŽŶĐŽŵƉůŝĂŶĐĞ͘ ^ŽƵƌĐĞǁĞůůƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƐĞĞŬĂůůƌĞŵĞĚŝĞƐavailable ĂƚůĂǁĨŽƌƵŶƉĂŝĚŽƌ ƵŶĚĞƌƉĂŝĚĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐĚƵĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽƌĞŵŝƚƉĂǇŵĞŶƚ͕ĚĞůŝŶƋƵĞŶƚ payments͕ƵŶĚĞƌƉĂǇŵĞŶƚƐ͕ŽƌŽƚŚĞƌĚĞǀŝĂƟŽŶƐĨƌŽŵƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚŵĂǇďĞ

050625-PBL

v052824 9

ĚĞĞŵĞĚĂŵĂƚĞƌŝĂůďƌĞĂĐŚĂŶĚŵĂǇƌĞƐƵůƚŝŶĐĂŶĐĞůůĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚĚŝƐďĂƌŵĞŶƚĨƌŽŵ ĨƵƚƵƌĞŐƌĞĞŵĞŶƚƐ͘

11) ƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐ͘ Pursuant to Minn. Stat. Α ϭϲ͘Ϭϱ͕ƐƵďĚŝǀŝƐŝŽŶϱ͕ƚŚĞďŽŽŬƐ͕ƌĞĐŽƌĚƐ͕ ĚŽĐƵŵĞŶƚƐ͕ĂŶĚĂĐĐŽƵŶƟŶŐƉƌŽĐĞĚƵƌĞƐĂŶĚƉƌĂĐƟĐĞƐƌĞůĞǀĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞƐƵďũĞĐƚƚŽ ĞǆĂŵŝŶĂƟŽŶďǇ^ŽƵƌĐĞǁĞůůand ƚŚĞDŝŶŶĞƐŽƚĂ^ƚĂƚĞƵĚŝƚŽƌĨŽƌĂŵŝŶŝŵƵŵŽĨƐŝǆǇĞĂƌƐĨƌŽŵƚŚĞĞŶĚ ŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽĨƵůůǇĐŽŽƉĞƌĂƚĞǁŝƚŚ^ŽƵƌĐĞǁĞůůŝŶĂƵĚŝƟŶŐƚƌĂŶƐĂĐƟŽŶƐƵŶĚĞƌ ƚŚŝƐŐƌĞĞŵĞŶƚƚŽĞŶƐƵƌĞĐŽŵƉůŝĂŶĐĞǁŝƚŚƉƌŝĐŝŶŐƚĞƌŵƐ͕ĐŽƌƌĞĐƚĐĂůĐƵůĂƟŽŶĂŶĚƌĞŵŝƩĂŶĐĞŽĨ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͕ĂŶĚǀĞƌŝĮĐĂƟŽŶ ŽĨƚƌĂŶƐĂĐƟŽŶƐĂƐŵĂǇďĞƌĞƋƵĞƐƚĞĚďǇĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇŽƌ
Sourcewell.

12) ƐƐŝŐŶŵĞŶƚ͕dƌĂŶƐĨĞƌ͕and ĚŵŝŶŝƐƚƌĂƟǀĞŚĂŶŐĞƐ͘^ƵƉƉůŝĞƌŵĂǇŶŽƚĂƐƐŝŐŶŽƌŽƚŚĞƌǁŝƐĞƚƌĂŶƐĨĞƌŝƚƐ ƌŝŐŚƚƐŽƌŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌǁƌŝƩĞŶĐŽŶƐĞŶƚŽĨ^ŽƵƌĐĞǁĞůů͘^ƵĐŚ consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or ƉŽƌƟŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŝŶŝƚƐƐŽůĞĚŝƐĐƌĞƟŽŶƚŽĂĚĚƌĞƐƐĐŽƌƉŽƌĂƚĞƌĞƐƚƌƵĐƚƵƌŝŶŐƐ͕ŵĞƌŐĞƌƐ͕ ĂĐƋƵŝƐŝƟŽŶƐ͕ŽƌŽƚŚĞƌĐŚĂŶŐĞƐƚŽƚŚĞResponsible Party and named in the Agreement. Any prohibited assignment is ŝŶǀĂůŝĚ͘hƉŽŶƌĞƋƵĞƐƚ ^ŽƵƌĐĞǁĞůůŵĂǇŵĂŬĞĂĚŵŝŶŝƐƚƌĂƟǀĞĐŚĂŶŐĞƐƚŽĂŐƌĞĞŵĞŶƚ ĚŽĐƵŵĞŶƚĂƟŽŶƐƵĐŚĂƐŶĂŵĞĐŚĂŶŐĞƐ͕ĂĚĚƌĞƐƐĐŚĂŶŐĞƐ͕ĂŶĚŽƚŚĞƌŶŽŶ-material updates as determined ǁŝƚŚŝŶŝƚƐƐŽůĞĚŝƐĐƌĞƟŽŶ͘

13) ŵĞŶĚŵĞŶƚƐ͘ ŶǇŵĂƚĞƌŝĂůĐŚĂŶŐĞƚŽƚŚŝƐŐƌĞĞŵĞŶƚŵƵƐƚďĞĞǆĞĐƵƚĞĚŝŶǁƌŝƟŶŐƚŚƌŽƵŐŚĂŶ ĂŵĞŶĚŵĞŶƚĂŶĚǁŝůůŶŽƚďĞĞīĞĐƟǀĞƵŶƟůŝƚŚĂƐďĞĞŶĚƵůǇĞǆĞĐƵƚĞĚďǇƚŚĞƉĂƌƟĞƐ.

14) tĂŝǀĞƌ͘ Failure by Sourcewell to ĞŶĨŽƌĐĞany right under this Agreement will not be deemed a waiver ŽĨƐƵĐŚƌŝŐŚƚŝŶƚŚĞĞǀĞŶƚŽĨƚŚĞĐŽŶƟŶƵĂƟŽŶŽƌƌĞƉĞƟƟŽŶŽĨƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐŐŝǀŝŶŐƌŝƐĞƚŽƐƵĐŚ right.

15) ŽŵƉůĞƚĞŐƌĞĞŵĞŶƚ͘ dŚŝƐŐƌĞĞŵĞŶƚƌĞƉƌĞƐĞŶƚƐƚŚĞĐŽŵƉůĞƚĞĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƟĞƐ ĨŽƌ ƚŚĞƐĐŽƉĞĂƐĚĞĮŶĞĚŚĞƌĞŝŶ͘^ƵƉƉůŝĞƌĂŶĚ^ŽƵƌĐĞǁĞůůŵĂǇĞŶƚĞƌŝŶƚŽƐĞƉĂƌĂƚĞǁƌŝƩĞŶĂŐƌĞĞŵĞŶƚƐ ƌĞůĂƟŶŐƐƉĞĐŝĮĐĂůůǇƚŽƚƌĂŶƐĂĐƟŽŶƐŽƵƚƐŝĚĞŽĨƚŚĞƐĐŽƉĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

16) ZĞůĂƟŽŶƐŚŝƉŽĨ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ͘ dŚŝƐŐƌĞĞŵĞŶƚĚŽĞƐŶŽƚĐƌĞĂƚĞĂƉĂƌƚŶĞƌƐŚŝƉ͕ũŽŝŶƚ ǀĞŶƚƵƌĞ͕ŽƌĂŶǇŽƚŚĞƌƌĞůĂƟŽŶƐŚŝƉƐƵĐŚĂƐĞŵƉůŽǇĞĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌ͕ŵĂƐƚĞƌ-servant, or principal-agent.

17) /ŶĚĞŵŶŝĮĐĂƟŽŶ͘ ^ƵƉƉůŝĞƌŵƵƐƚŝŶĚĞŵŶŝĨǇ͕ĚĞĨĞŶĚ͕ƐĂǀĞ͕ĂŶĚŚŽůĚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐƚŚĞŝƌĂŐĞŶƚƐ ĂŶĚĞŵƉůŽǇĞĞƐ͕ŚĂƌŵůĞƐƐĨƌŽŵĂŶǇĐůĂŝŵƐŽƌĐĂƵƐĞƐŽĨĂĐƟŽŶ͕ŝŶĐůƵĚŝŶŐĂƩŽƌŶĞǇƐ͛ĨĞĞƐŝŶĐƵƌƌĞĚďǇ ^ŽƵƌĐĞǁĞůů͕ĂƌŝƐŝŶŐŽƵƚŽĨĂŶǇĂĐƚŽƌŽŵŝƐƐŝŽŶŝŶƚŚĞƉĞƌĨŽƌŵĂŶ ĐĞŽĨƚŚŝƐ Agreement by the Supplier
ŽƌŝƚƐĂŐĞŶƚƐŽƌĞŵƉůŽǇĞĞƐ͖ƚŚŝƐŝŶĚĞŵŶŝĮĐĂƟŽŶŝŶĐůƵĚĞƐŝŶũƵƌǇŽƌĚĞĂƚŚƚŽƉĞƌƐŽŶ;ƐͿŽƌƉƌŽƉĞƌƚǇ ĂůůĞŐĞĚƚŽŚĂǀĞďĞĞŶĐĂƵƐĞĚďǇƐŽŵĞĚĞĨĞĐƚŝŶĚĞƐŝŐŶ͕ĐŽŶĚŝƟŽŶ͕ŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨ/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘^ŽƵƌĐĞǁĞůů͛ƐƌĞƐƉŽŶƐŝďŝůŝƚǇǁŝůůďĞŐŽǀĞƌŶĞĚďǇƚŚĞ^ƚĂƚĞŽĨ DŝŶŶĞƐŽƚĂ͛ƐdŽƌƚ>ŝĂďŝůŝƚǇĐƚ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϰϲϲͿĂŶĚŽƚŚĞƌĂƉƉůŝĐĂďůĞůĂǁ͘

18) ĂƚĂWƌĂĐƟĐĞƐ͘ ^ƵƉƉůŝĞƌĂŶĚ^ŽƵƌĐĞǁĞůůĂĐŬŶŽǁůĞĚŐĞ^ŽƵƌĐĞǁĞůůŝƐƐƵďũĞĐƚƚŽƚŚĞDŝŶŶĞƐŽƚĂ 'ŽǀĞƌŶŵĞŶƚĂƚĂWƌĂĐƟĐĞƐĐƚ͕DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϭϯ͘ƐŝƚĂƉƉůŝĞƐƚŽĂůůĚĂƚĂĐƌĞĂƚĞĚĂŶĚ ŵĂŝŶƚĂŝŶĞĚŝŶƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵĂǇďĞƐƵďũĞĐƚƚŽƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐ chapter.

050625-PBL

v052824 10

19) 'ƌĂŶƚŽĨ>ŝĐĞŶƐĞ͘
a) ƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͗
i) ^ƵƉƉůŝĞƌWƌŽŵŽƟŽŶ͘ Sourcewell grants to Supplier a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ-exclusive ƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞƚŚĞƚƌĂĚĞŵĂƌŬ;ƐͿƉƌŽǀŝĚĞĚƚŽ^ƵƉƉůŝĞƌďǇ^ŽƵƌĐĞǁĞůůŝŶĂĚǀĞƌƟƐŝŶŐ͕ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ŽƵƌĐĞǁĞůů͛Ɛ Agreement with Supplier.

ii) ^ŽƵƌĐĞǁĞůůWƌŽŵŽƟŽŶ͘ Supplier grants to Sourcewell a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ- ĞǆĐůƵƐŝǀĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞ^ƵƉƉůŝĞƌ͛ƐƚƌĂĚĞŵĂƌŬƐŝŶĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů ŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ƵƉƉůŝĞƌ͛ƐŐƌĞĞŵĞŶƚǁŝƚŚ Sourcewell.

b) >ŝŵŝƚĞĚZŝŐŚƚŽĨ^ƵďůŝĐĞŶƐĞ͘ dŚĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞŐƌĂŶƚĞĚŚĞƌĞŝŶŝŶĐůƵĚĞƐĂůŝŵŝƚĞĚƌŝŐŚƚŽĨĞĂĐŚ ƉĂƌƚǇƚŽŐƌĂŶƚƐƵďůŝĐĞŶƐĞƐƚŽƚŚĞŝƌƌĞƐƉĞĐƟǀĞƐƵďƐŝĚŝĂƌŝĞƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ĚĞĂůĞƌƐ͕ƌĞƐĞůůĞƌƐ͕ ŵĂƌŬĞƟŶŐƌĞƉƌĞƐĞŶƚĂƟǀĞƐ͕ƉĂƌƚŶĞƌƐ͕ŽƌĂŐĞŶƚƐ;ĐŽůůĞĐƟǀĞůǇ͞WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͟ͿŝŶ ĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů͕ŽƌŝŶĨŽƌŵĂƟŽŶĂůŵĂƚĞƌŝĂůƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐƚŚĞWĂƌƟĞƐ͛ ƌĞůĂƟŽŶƐŚŝƉ͘ŶǇƐƵďůŝĐĞŶƐĞŐƌĂŶƚĞĚǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨƚŚŝƐƌƟĐůĞ͘

ĂĐŚƉĂƌƚǇǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶǇďƌĞĂĐŚŽĨƚŚŝƐƐĞĐƟŽŶ ďǇĂŶǇŽĨƚŚĞŝƌƌĞƐƉĞĐƟǀĞ sublicensees.

c) hƐĞ͖YƵĂůŝƚǇŽŶƚƌŽů͘
i) EĞŝƚŚĞƌƉĂƌƚǇŵĂǇĂůƚĞƌƚŚĞŽƚŚĞƌƉĂƌƚǇ͛ƐƚƌĂĚĞŵĂƌŬƐĨƌŽŵƚŚĞĨŽƌŵƉƌŽǀŝĚĞĚĂŶĚŵƵƐƚ ĐŽŵƉůǇǁŝƚŚƌĞŵŽǀĂůƌĞƋƵĞƐƚƐĂƐƚŽƐƉĞĐŝĮĐƵƐĞƐŽĨŝƚƐƚƌĂĚĞŵĂƌŬƐŽƌůŽŐŽƐ.

ii)
ĂĐŚƉĂƌƚǇĂŐƌĞĞƐƚŽƵƐĞ͕ĂŶĚƚŽĐĂƵƐĞŝƚƐWĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐƚŽƵƐĞ͕ƚŚĞŽƚŚĞƌƉĂƌƚǇ͛Ɛ ƚƌĂĚĞŵĂƌŬƐŽŶůǇŝŶŐŽŽĚĨĂŝƚŚĂŶĚŝŶĂĚŝŐŶŝĮĞĚŵĂŶŶĞƌĐŽŶƐŝƐƚĞŶƚǁŝƚŚƐƵĐŚƉĂƌƚǇ͛ƐƵƐĞŽĨ ƚŚĞƚƌĂĚĞŵĂƌŬƐ͘
ĂĐŚƉĂƌƚǇŵĂǇŵĂŬĞǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌƌĞŐĂƌĚŝŶg misuse under ƚŚŝƐƐĞĐƟŽŶ͘dŚĞŽīĞŶĚŝŶŐƉĂƌƚǇǁŝůůŚĂǀĞϯϬĚĂǇƐŽĨƚŚĞĚĂƚĞŽĨƚŚĞǁƌŝƩĞŶŶŽƟĐĞƚŽĐƵƌĞ ƚŚĞŝƐƐƵĞŽƌƚŚĞůŝĐĞŶƐĞͬƐƵďůŝĐĞŶƐĞǁŝůůďĞƚĞƌŵŝŶĂƚĞĚ͘

d) dĞƌŵŝŶĂƟŽŶ͘ hƉŽŶƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂŶǇƌĞĂƐŽŶ͕ĞĂĐŚƉĂƌƚǇ͕ŝŶĐůƵĚŝŶŐ WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͕ǁŝůůŚĂǀĞϯϬĚĂǇƐƚŽƌĞŵŽǀĞĂůůdƌĂĚĞŵĂƌŬƐĨƌŽŵƐŝŐŶĂŐĞ͕ǁĞďƐŝƚĞƐ͕ĂŶĚ ƚŚĞůŝŬĞďĞĂƌŝŶŐƚŚĞŽƚŚĞƌƉĂƌƚǇ͛ƐŶĂŵĞŽƌůŽŐŽ;ĞǆĐĞƉƟŶŐ^ŽƵƌĐĞǁĞůů͛ƐƉƌĞ-printed ĐĂƚĂůŽŐŽĨ ƐƵƉƉůŝĞƌƐǁŚŝĐŚŵĂǇďĞƵƐĞĚƵŶƟůƚŚĞŶĞǆƚƉƌŝŶƟŶŐͿ͘^ƵƉƉůŝĞƌŵƵƐƚƌĞƚƵƌŶĂůůŵĂƌŬĞƟŶŐĂŶĚ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ŝŶĐůƵĚŝŶŐƐŝŐŶĂŐĞ͕ƉƌŽǀŝĚĞĚďǇ^ŽƵƌĐĞǁĞůů͕ŽƌĚŝƐƉŽƐĞŽĨŝƚĂĐĐŽƌĚŝŶŐƚŽ ^ŽƵƌĐĞǁĞůů͛ƐǁƌŝƩĞŶĚŝƌĞĐƟŽŶƐ͘

20) sĞŶƵĞĂŶĚ'ŽǀĞƌŶŝŶŐůĂǁďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKŶůǇ͘ dŚĞƐƵďƐƚĂŶƟǀĞĂŶĚƉƌŽĐĞĚƵƌĂů
ůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂǁŝůůŐŽǀĞƌŶƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ ͘sĞŶƵĞ ĨŽƌĂůůůĞŐĂůƉƌŽĐĞĞĚŝŶŐƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌǁŝůůďĞŝŶ ĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶǁŝƚŚŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͘dŚŝƐƐĞĐƟŽŶĚŽĞƐŶŽƚĂƉƉůǇƚŽĂŶǇ ĚŝƐƉƵƚĞďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͘dŚŝƐŐƌĞĞŵĞŶƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇƚŽŶĞŐŽƟĂƚĞƚŚŝƐƚĞƌŵƚŽǁŝƚŚŝŶĂŶǇƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ.

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21) ^ĞǀĞƌĂďŝůŝƚǇ͘ /ĨĂŶǇƉƌŽǀŝƐŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĨŽƵŶĚďǇĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶƚŽďĞ ŝůůĞŐĂů͕ƵŶĞŶĨŽƌĐĞĂďůĞ͕ŽƌǀŽŝĚƚŚĞŶďŽƚŚƉĂƌƟĞƐǁŝůůďĞƌĞůŝĞǀĞĚĨƌŽŵĂůůŽďůŝŐĂƟŽŶƐĂƌŝƐŝŶŐĨƌŽŵƚŚĂƚ ƉƌŽǀŝƐŝŽŶ͘/ĨƚŚĞƌĞŵĂŝŶĚĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĐĂƉĂďůĞŽĨďĞŝŶŐƉĞƌĨŽƌŵĞĚ͕ŝƚǁŝůůŶŽƚďĞĂīĞĐƚĞĚ ďǇƐƵĐŚĚĞƚĞƌŵŝŶĂƟŽŶŽƌĮŶĚŝŶŐĂŶĚŵƵƐƚďĞĨƵůůǇƉĞƌĨŽƌŵĞĚ͘ 22) /ŶƐƵƌĂŶĐĞŽǀĞƌĂŐĞ͘ At its own expense, Supplier must maintain valid insurance policy(ies) during ƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŝŶƐƵƌĂŶĐĞĐŽŵƉĂŶǇ;ŝĞƐͿůŝĐĞŶƐĞĚŽƌĂƵƚŚŽƌŝǌĞĚƚŽĚŽ ďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂŚĂǀŝŶŐĂŶ͞D
^d͟ƌĂƟŶŐŽĨ- ŽƌďĞƩĞƌ͕ǁŝƚŚĐŽverage and
ůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞŶŽƚůĞƐƐƚŚĂŶƚŚĞĨŽůůŽǁŝŶŐ͗

a) ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚǇ/ŶƐƵƌĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĐŽǀĞƌŝŶŐŝƚƐŽƉĞƌĂƟŽŶƐ͕ ǁŝƚŚĐŽǀĞƌĂŐĞŽŶĂŶŽĐĐƵƌƌĞŶĐĞďĂƐŝƐ͕ĂŶĚŵƵƐƚďĞƐƵďũĞĐƚƚŽƚĞƌŵƐŶŽůĞƐƐďƌŽĂĚƚŚĂŶƚŚĞ /ŶƐƵƌĂŶĐĞ^ĞƌǀŝĐĞƐKĸĐĞ;͞/^K͟ͿŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚǇ&Žƌŵ'ϬϬϬϭ;ϮϬϬϭŽƌŶĞǁĞƌ ĞĚŝƟŽŶͿ͕ŽƌĞƋƵŝǀĂůĞŶƚ͘ƚĂŵŝŶŝŵƵŵ͕ĐŽǀĞƌĂŐĞŵƵƐƚŝŶĐůƵĚĞůŝĂďŝůŝƚǇĂƌŝƐŝŶŐĨƌŽŵƉƌĞŵŝƐĞƐ͕ ŽƉĞƌĂƟŽŶƐ͕ďŽĚŝůǇŝŶũƵƌǇĂŶĚƉƌŽƉĞƌƚǇĚĂŵĂŐĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌƐ͕ƉƌŽĚƵĐƚƐ-completed ŽƉĞƌĂƟŽŶƐŝŶĐůƵĚŝŶŐĐŽŶƐƚƌƵĐƟŽŶĚĞĨĞĐƚ͕ĐŽŶƚƌĂĐƚƵĂůůŝĂďŝůŝƚǇ͕ďůĂŶŬĞƚĐŽŶƚƌĂĐƚƵĂůůŝĂďŝůŝƚǇ͕ĂŶĚ ƉĞƌƐŽŶĂůŝŶũƵƌǇĂŶĚĂĚǀĞƌƟƐŝŶŐŝŶũƵƌǇ͘ůůƌĞƋƵŝƌĞĚůŝŵŝƚƐ͕ƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨĐŽǀĞƌĂŐĞŵƵƐƚ ďĞŵĂŝŶƚĂŝŶĞĚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐAgreement.
x Ψϭ͕ϱϬϬ͕ϬϬϬĞĂĐŚŽĐĐƵƌƌĞŶĐĞŽĚŝůǇ/ŶũƵƌǇĂŶĚWƌŽƉĞƌƚǇĂŵĂŐĞ x Ψϭ͕ϱϬϬ͕ϬϬϬWĞƌƐŽŶĂůĂŶĚĚǀĞƌƟƐŝŶŐ/ŶũƵƌǇ
x ΨϮ͕ϬϬϬ͕ϬϬϬĂŐŐƌĞŐĂƚĞĨŽƌƉƌŽĚƵĐƚƐůŝĂďŝůŝƚǇ-ĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐ x ΨϮ͕ϬϬϬ͕ϬϬϬŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞ

b) ĞƌƟĮĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞ͘ WƌŝŽƌƚŽĞǆĞĐƵƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵƵƐƚĨƵƌŶŝƐŚƚŽ ^ŽƵƌĐĞǁĞůůĂĐĞƌƟĮĐĂƚĞŽĨŝŶƐƵƌĂŶĐĞ͕ĂƐĞǀŝĚĞŶĐĞŽĨƚŚĞŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚ͘WƌŝŽƌƚŽĞǆƉŝƌĂƟŽŶŽĨƚŚĞƉŽůŝĐǇ;ŝĞƐͿ͕ƌĞŶĞǁĂůĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞŵĂŝůĞĚƚŽ Sourcewell, 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 or provided to in an ĂůƚĞƌŶĂƟǀĞŵĂŶŶĞƌĂƐĚŝƌĞĐƚĞĚďǇ^ŽƵƌĐĞǁĞůů͘dŚĞĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞƐŝŐŶĞĚďǇĂƉĞƌƐŽŶ ĂƵƚŚŽƌŝǌĞĚďǇƚŚĞŝŶƐƵƌĞƌ;ƐͿƚŽďŝŶĚĐŽǀĞƌĂŐĞŽŶƚŚĞŝƌďĞŚĂůĨ͘ &ĂŝůƵƌĞŽĨ^ƵƉƉůŝĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞ ƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞĂŶĚĚŽĐƵŵĞŶƚĂƟŽŶŵĂǇĐŽŶƐƟƚƵƚĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚ͘

c) ĚĚŝƟŽŶĂů/ŶƐƵƌĞĚ
ŶĚŽƌƐĞŵĞŶƚĂŶĚWƌŝŵĂƌǇĂŶĚEŽŶ-ĐŽŶƚƌŝďƵƚŽƌǇ/ŶƐƵƌĂŶĐĞůĂƵƐĞ͘ Supplier ĂŐƌĞĞƐƚŽůŝƐƚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐŝƚƐŽĸĐĞƌƐ͕ĂŐĞŶƚƐ͕ĂŶĚĞŵƉůŽǇĞĞƐ͕ĂƐĂŶĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚ ƵŶĚĞƌƚŚĞ^ƵƉƉůŝĞƌ͛ƐĐŽŵŵĞƌĐŝĂůŐĞŶĞƌĂůůŝĂďŝůŝƚǇŝŶƐƵƌĂŶĐĞƉŽůŝĐǇǁŝƚŚƌĞƐƉĞĐƚƚŽůŝĂďŝůŝƚǇĂƌŝƐŝŶŐ ŽƵƚŽĨĂĐƟǀŝƟĞƐ͕͞ŽƉĞƌĂƟŽŶƐ͕͟Žƌ͞ǁŽƌŬ͟ƉĞƌĨŽƌŵĞĚďǇŽƌŽŶďĞŚĂůĨŽĨ^ƵƉƉůŝĞƌ͕ĂŶĚƉƌŽĚƵĐƚƐ ĂŶĚĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐŽĨ^ƵƉƉůŝĞƌ ͘dŚĞƉŽůŝĐǇƉƌŽǀŝƐŝŽŶ;ƐͿŽƌ ĞŶĚŽƌƐĞŵĞŶƚ;ƐͿŵƵƐƚĨƵƌƚŚĞƌ
provide that coverage is primary and not excess over or contributory with any other valid, ĂƉƉůŝĐĂďůĞ͕ĂŶĚĐŽůůĞĐƟďůĞŝŶƐƵƌĂŶĐĞŽƌƐĞůĨ-ŝŶƐƵƌĂŶĐĞŝŶĨŽƌĐĞĨŽƌƚŚĞĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐ͘

d) tĂŝǀĞƌŽĨ^ƵďƌŽŐĂƟŽŶ͘ ^ƵƉƉůŝĞƌǁĂŝǀĞƐĂŶĚŵƵƐƚƌĞƋƵŝƌĞ;ďǇĞŶĚŽƌƐĞŵĞŶƚŽƌŽƚŚĞƌǁŝƐĞͿĂůůŝƚƐ ŝŶƐƵƌĞƌƐƚŽǁĂŝǀĞƐƵďƌŽŐĂƟŽŶƌŝŐŚƚƐĂŐĂŝŶƐƚ^ŽƵƌĐĞǁĞůůĂŶĚŽƚŚĞƌĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐĨŽƌůŽƐƐĞƐ ƉĂŝĚƵŶĚĞƌƚŚĞŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐƌĞƋƵŝƌĞĚďǇƚŚŝƐŐƌĞĞŵĞŶƚŽƌŽƚŚĞƌŝŶƐƵƌĂŶĐĞĂƉƉůŝĐĂble to ƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞǁĂŝǀĞƌŵƵƐƚĂƉƉůǇƚŽĂůůĚĞĚƵĐƟďůĞƐĂŶĚͬŽƌƐĞůĨ-insured ƌĞƚĞŶƟŽŶƐĂƉƉůŝĐĂďůĞƚŽƚŚĞƌĞƋƵŝƌĞĚŽƌĂŶǇŽƚŚĞƌŝŶƐƵƌĂŶĐĞŵĂŝŶƚĂŝŶĞĚďǇƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘tŚĞƌĞƉĞƌŵŝƩĞĚďǇůĂǁ͕^ƵƉƉůŝĞƌŵƵƐƚƌĞƋƵŝƌĞƐŝŵŝůĂƌǁƌŝƩĞŶĞǆƉƌĞƐƐǁĂŝǀĞƌƐ ŽĨƐƵďƌŽŐĂƟŽŶĂŶĚŝŶƐƵƌĂŶĐĞĐůĂƵƐĞƐĨƌŽŵĞĂĐŚŽĨŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘

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e) hŵďƌĞůůĂͬ
ǆĐĞƐƐ>ŝĂďŝůŝƚǇͬ^
>&-/E^hZ
Z
d
Ed/KE͘ dŚĞůŝŵŝƚƐƌĞƋƵŝƌĞĚďǇƚŚŝƐAgreement can
ďĞŵĞƚďǇĞŝƚŚĞƌƉƌŽǀŝĚŝŶŐĂƉƌŝŵĂƌǇƉŽůŝĐǇŽƌŝŶĐŽŵďŝŶĂƟŽŶǁŝƚŚƵŵďƌĞůůĂͬĞǆĐĞƐƐůŝĂďŝůŝƚǇ ƉŽůŝĐǇ;ŝĞƐͿ͕ŽƌƐĞůĨ-ŝŶƐƵƌĞĚƌĞƚĞŶƟŽŶ͘

23) dĞƌŵŝŶĂƟŽŶĨŽƌŽŶǀĞŶŝĞŶĐĞ͘ Sourcewell or Supplier may terminate this Agreement upon 60 ĐĂůĞŶĚĂƌĚĂǇƐΖǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌWĂƌƚǇ͘dĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞ ƚŚĞ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌany ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ

ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂǇŵĞŶƚŽĨĂƉƉůŝĐĂďůĞ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘

24) dĞƌŵŝŶĂƟŽŶĨŽƌĂƵƐĞ͘ ^ŽƵƌĐĞǁĞůůŵĂǇƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚƵƉŽŶƉƌŽǀŝĚŝŶŐǁƌŝƩĞŶŶŽƟĐĞŽĨ ŵĂƚĞƌŝĂůďƌĞĂĐŚƚŽ^ƵƉƉůŝĞƌ ͘EŽƟĐĞŵƵƐƚĚĞƐĐƌŝďĞƚŚĞďƌĞĂĐŚŝŶƌĞĂƐŽŶĂďůĞĚĞƚĂŝůĂŶĚƐƚĂƚĞƚŚĞ ŝŶƚĞŶƚƚŽƚĞƌŵŝŶĂƚĞƚŚĞŐƌĞĞŵĞŶƚ͘hƉŽŶƌĞĐĞŝƉƚŽĨEŽƟĐĞ͕ƚŚĞ^ƵƉƉůŝĞƌǁŝůůŚĂǀĞϯϬĐalendar days ŝŶǁŚŝĐŚŝƚŵƵƐƚĐƵƌĞƚŚĞďƌĞĂĐŚ͘d ĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞƚŚĞ^ƵƉƉůŝĞƌ͛Ɛ ŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌany ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞ
ĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂǇŵĞŶƚŽĨĂƉƉůŝĐĂďůĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘

ƌƟĐůĞϯ͗
^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ

dŚĞd ĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϯƌĞůĂƚĞƐƉĞĐŝĮĐĂůůǇƚŽ^ƵƉƉůŝĞƌĂŶĚĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇǁŚĞŶĞŶƚĞƌŝŶŐ
ƚƌĂŶƐĂĐƟŽŶƐƵƟůŝǌŝŶŐƚŚĞ'ĞŶĞƌĂůd ĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ƌƟĐůĞϭ'ĞŶĞƌĂůdĞƌŵƐ ĐŽŶƚƌŽůŽǀĞƌĂŶǇĐŽŶŇŝĐƚǁŝƚŚƚŚŝƐƌƟĐůĞ ϯ͘tŚĞƌĞƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƐŝůĞŶƚŽŶĂŶǇƐƵďũĞĐƚ͕ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚǇƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůǇĂĐĐĞƉƚĂďůĞƚĞƌŵƐ.

1) YƵŽƚĞƐƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘ ^ƵƉƉůŝĞƌƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽƉƌŽǀŝĚĞĂůůƉƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ ƌĞŐĂƌĚŝŶŐƚŚĞƚŽƚĂůĐŽƐƚŽĨĂĐƋƵŝƐŝƟŽŶǁŚĞŶƋƵŽƟŶŐƚŽĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇ͘^ƵƉƉůŝĞƌƐĂŶĚ
WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽŝŶĐůƵĚĞĂůůĐŽƐƚƐƉĞĐŝĮĐĂůůǇĂƐƐŽĐŝĂƚĞĚǁŝƚŚŽƌŝŶĐůƵĚĞĚǁŝthin ƚŚĞ^ƵƉƉůŝĞƌƐƉƌŽƉŽƐĂůĂŶĚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ ǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ.

2) ^ŚŝƉƉŝŶŐ͕ĞůŝǀĞƌǇ͕ĐĐĞƉƚĂŶĐĞ͕ZĞũĞĐƟŽŶ͕ĂŶĚtĂƌƌĂŶƚǇ͘ ^ƵƉƉůŝĞƌ͛ƐƉƌŽƉŽƐĂůŵĂǇŝŶĐůƵĚĞƉƌŽƉŽƐĞĚ ƚĞƌŵƐƌĞůĂƟŶŐƚŽƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌǇ͕ŝŶƐƉĞĐƟŽŶ͕ĂŶĚĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶ and other relevant terms ŽĨƚĞŶĚĞƌĞĚ^ŽůƵƟŽŶƐ͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŵĂǇŶĞŐŽƟĂƚĞĮŶĂůƚĞƌŵƐĂƉƉƌŽƉƌŝĂƚĞĨŽƌƚŚĞ
ƐƉĞĐŝĮĐƚƌĂŶƐĂĐƟŽŶƌĞůĂƟŶŐƚŽnon-ĂƉƉƌŽƉƌŝĂƟŽŶ͕ƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌǇ͕ŝŶƐƉĞĐƟŽŶ͕ ĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶŽĨƚĞŶĚĞƌĞĚ ^ŽůƵƟŽŶƐ͕ĂŶĚǁĂƌƌĂŶƚǇĐŽǀĞƌĂŐĞĨŽƌ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘^ƵĐŚ ƚĞƌŵƐŵĂǇŝŶĐůƵĚĞ͕ďƵƚĂƌĞŶŽƚůŝŵŝƚĞĚƚŽ͕ĐŽƐƚƐ͕ƌŝƐŬŽĨůŽƐƐ͕ƉƌŽƉĞƌƉĂĐŬĂŐŝŶŐ͕ŝŶƐƉĞĐƟŽŶƌŝŐŚƚƐĂŶĚ ƟŵĞůŝŶĞƐ͕ĂĐĐĞƉƚĂŶĐĞŽƌƌĞũĞĐƟŽŶƉƌŽĐĞĚƵƌĞƐ͕ĂŶĚƌĞŵĞĚŝĞƐĂƐŵƵƚƵĂůůǇĂŐƌĞĞĚŝŶĐůƵĚĞŶŽƟĐĞ ƌĞƋƵŝ
rements, replacement, return or exchange procedures, and associated costs.

3) ƉƉůŝĐĂďůĞdĂǆĞƐ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌŶŽƟĨǇŝŶŐƐƵƉƉůŝĞƌŽĨŝƚƐƚĂǆ-exempt status and ĨŽƌƉƌŽǀŝĚŝŶŐ^ƵƉƉůŝĞƌǁŝƚŚĂŶǇǀĂůŝĚƚĂǆ-ĞǆĞŵƉƟŽŶĐĞƌƟĮĐĂƟŽŶ;ƐͿŽƌƌĞůĂƚĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘

4) KƌĚĞƌŝŶŐWƌŽĐĞƐƐĂŶĚWĂǇŵĞŶƚ͘ ^ƵƉƉůŝĞƌ͛ƐŽƌĚĞƌŝŶŐƉƌŽĐĞƐƐĂŶĚĂĐĐĞƉƚĂďůĞĨŽƌŵƐŽĨƉĂǇŵĞŶƚĂƌĞ ŝŶĐůƵĚĞĚǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐǁŝůůďĞƐŽůĞůǇƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂǇŵĞŶƚƚŽ^ƵƉƉůŝĞƌ ĂŶĚ^ŽƵƌĐĞǁĞůůǁŝůůŚĂǀĞŶŽůŝĂďŝůŝƚǇĨŽƌĂŶǇƵŶƉĂŝĚŝŶǀŽŝĐĞŽĨĂŶǇWĂƌƟĐŝƉĂƟŶŐ ŶƟƚy.

5) dƌĂŶƐĂĐƟŽŶŽĐƵŵĞŶƚƐ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŵĂǇƌĞƋƵŝƌĞƚŚĞƵƐĞŽĨŝƚƐŽǁŶĨŽƌŵƐƚŽĐŽŵƉůĞƚĞ
ƚƌĂŶƐĂĐƟŽŶƐĚŝƌĞĐƚůǇǁŝƚŚ^ƵƉƉůŝĞƌƵƟůŝǌŝŶŐƚŚĞƚĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌ͛Ɛ

050625-PBL

v052824 13

ƐƚĂŶĚĂƌĚĨŽƌŵĂŐƌĞĞŵĞŶƚƐŵĂǇďĞŽīĞƌĞĚĂƐƉĂƌƚŽĨŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇ
ŵĂǇĐŽŵƉůĞƚĞĂŶĚĚŽĐƵŵĞŶƚƚƌĂŶƐĂĐƟŽŶƐƵƟůŝǌŝŶŐĂŶǇƚǇƉĞŽĨƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐĂƐŵƵƚƵĂůůǇ ĂŐƌĞĞĚ͘/ŶĂŶǇƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚĞŶƚĞƌĞĚƵƟůŝǌŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ

ŶƟƚǇŵƵƐƚŝŶĐůƵĚĞƐƉĞĐŝĮĐƌĞĨĞƌĞŶĐĞƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚďǇŶƵŵďĞƌĂŶĚƚŽWĂƌƟĐŝƉĂƟŶŐ

ŶƟƚǇ͛ƐƵŶŝƋƵĞ^ŽƵƌĐĞǁĞůůaccount number.

6) ĚĚŝƟŽŶĂůdĞƌŵƐĂŶĚŽŶĚŝƟŽŶƐ WĞƌŵŝƩĞĚ͘ WĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇĂŶĚ^ƵƉƉůŝĞƌŵĂǇŶĞŐŽƟĂƚĞĂŶĚ
ŝŶĐůƵĚĞĂĚĚŝƟŽŶĂůƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚĂƟŽŶĂƐŵƵƚƵĂůůǇĂŐƌĞĞĚ͘^ƵĐŚ terms may supplant or supersede this Master Agreement when necessary and as solely determined ďǇWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͘^ŽƵƌĐĞǁĞůůŚĂƐĞǆƉƌĞƐƐůǇƌĞƐĞƌǀĞĚƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ

ŶƟƚǇƚŽĂĚĚƌĞƐƐĂŶǇŶĞĐĞƐƐĂƌǇƉƌŽǀŝƐŝŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐŶŽƚĞǆƉƌĞƐƐůǇŝŶĐůƵĚĞĚ within this Master Agreement, including but not limited to trĂŶƐĂĐƟŽŶĐĂŶĐĞůůĂƟŽŶ͕ĚŝƐƉƵƚĞ ƌĞƐŽůƵƟŽŶ͕ŐŽǀĞƌŶŝŶŐůĂǁĂŶĚǀĞŶƵĞ͕ŶŽŶ-ĂƉƉƌŽƉƌŝĂƟŽŶ͕ŝŶƐƵƌĂŶĐĞ͕ĚĞĨĞŶƐĞĂŶĚŝŶĚĞŵŶŝƚǇ͕ĨŽƌĐĞ ŵĂũĞƵƌĞ͕and other material terms as mutually agreed.

7) ^ƵďƐĞƋƵĞŶƚŐƌĞĞŵĞŶƚƐĂŶĚ^ƵƌǀŝǀĂů͘ ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚǇŵĂǇĞŶƚĞƌŝŶƚŽĂƐĞƉĂƌĂƚĞ
ĂŐƌĞĞŵĞŶƚƚŽĨĂĐŝůŝƚĂƚĞůŽŶŐ-ƚĞƌŵƉĞƌĨŽƌŵĂŶĐĞŽďůŝŐĂƟŽŶƐƵƟůŝǌŝŶŐƚŚĞƚĞƌŵƐŽĨƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚĂƐŵƵƚƵĂůůǇĂŐƌĞĞĚ͘^ƵĐŚĂŐƌĞĞŵĞŶƚƐŵĂǇƉƌŽǀŝĚĞĨŽƌĂƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚĞǆƚĞŶĚŝŶŐ beyond thĞĨƵůůƚĞƌŵŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ ĂƐĚĞƚĞƌŵŝŶĞĚŝŶƚŚĞĚŝƐĐƌĞƟŽŶŽĨWĂƌƟĐŝƉĂƟŶŐ

ŶƟƚǇ.

8) WĂƌƟĐŝƉĂƟŶŐĚĚĞŶĚƵŵƐ͘ ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇŵĂǇĞŶƚĞƌĂWĂƌƟĐŝƉĂƟŶŐĚĚĞŶĚƵŵŽƌ
ƐŝŵŝůĂƌĚŽĐƵŵĞŶƚĞǆƚĞŶĚŝŶŐĂŶĚƐƵƉƉůĞŵĞŶƟŶŐƚŚĞƚĞƌŵƐŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽĨĂĐŝůŝƚĂƚĞ ĂĚŽƉƟŽŶĂƐŵĂǇďĞƌĞƋƵŝƌĞĚďǇĂWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚǇ͘

Sourcewell PB Loader Corporation

Ǉ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ Ǉ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ :ĞƌĞŵǇ^ĐŚǁĂƌƚǌ Jason Thompson
dŝƚůĞ͗ŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĨĨŝĐĞƌ dŝƚůĞ͗President

ĂƚĞ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ

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CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, January 6, 2026, 5:00 PM
CONSENT 29. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER ADOPTION OF RESOLUTION 25-140, APPROVING MEASURE R FUNDINGAGREEMENT AMENDMENT NO. 2 BETWEEN LOS ANGELES COUNTY METROPOLITAN TRANSPORTATIONAUTHORITY AND THE CITY OF CARSON FOR PROJECT NO. 1657: TRAFFIC SIGNAL MODIFICATION AT SIXINTERSECTIONS AT THE FOLLOWING LOCATIONS: FIGUEROA STREET AT VICTORIA STREET; FIGUEROASTREET AT 223RD STREET; FIGUEROA STREET AT 234TH; MAIN STREET AT ALBERTONI STREET; MAINSTREET AT 220TH STREET; MAIN STREET AT VICTORIA STREET; LACMTA PROJECT # MR31241, FTIP #LA9919136 (CITY COUNCIL) I. SUMMARY
The City of Carson is moving forward with Capital Improvement Program (CIP) Project No. 1657, which involves traffic signal modifications at six intersections throughout the City. The Capital Improvement Program, or CIP, is the City’s long-term plan for improving public infrastructure such as streets, traffic signals, parks, and utilities. The six project locations are:

Figueroa Street at Victoria Street
Figueroa Street at 223rd Street
Figueroa Street at 234th Street
Main Street at Albertoni Street
Main Street at 220th Street
Main Street at Victoria Street
(See Exhibit No. 1 for a location map.)
To help fund construction of this project, the City was awarded grant funding from the Los Angeles County Metropolitan Transportation Authority (Metro) through Measure R, a countywide voter-approved transportation sales tax dedicated to improving roads, traffic signals, and transit infrastructure. The original grant award totaled $3,730,000, provided under a formal Funding Agreement between the City and Metro (Exhibit No. 2). The City Council approved the original Funding Agreement on April 17, 2023. On April 15, 2025, the City Council approved Amendment No. 1, which extended the term of the agreement through June 30, 2026 (Exhibit No. 3).

The proposed Amendment No. 2 to the Funding Agreement increases the Measure R funding by $823,000, bringing the total Measure R grant amount to $4,553,000 for this project (Exhibit No. 4). This additional funding will help ensure the City can fully deliver the planned traffic signal improvements at all six intersections.

II. RECOMMENDATION
TAKE the following actions:

1. WAIVE further reading and ADOPT Resolution No. 25-140, entitled: “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, APPROVING AMENDMENT NO. 2 TO THE MEASURE R FUNDING AGREEMENT FOR PROJECT NO. 1657 (LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY PROJECT NO. MR312.41 AND FTIP NO. LA 9919136),” which increases Measure R grant funding for Project No. 1657 by $823,000 (Exhibit No. 5); and,

2. AUTHORIZE the Mayor to execute the proposed Funding Agreement Amendment No. 2, subject to approval as to form by the City Attorney, for traffic signal modifications at the following six intersections: Figueroa Street at Victoria Street; Figueroa Street at 223rd Street; Figueroa Street at 234th Street; Main Street at Albertoni Street; Main Street at 220th Street; and, Main Street at Victoria Street.

III. ALTERNATIVES

1. DO NOT ADOPT Resolution No. 25-140 approving the proposed Funding Agreement Amendment No. 2.

However, it should be noted that execution of this proposed amendment is required in order for the City to receive the additional Measure R funding for the project. Without approval and execution of the proposed amendment, the City cannot submit reimbursement invoices to the Los Angeles County Metropolitan Transportation Authority (Metro) for any project costs that exceed the currently approved funding amount.

IV. BACKGROUND
The City’s Capital Improvement Program (CIP) includes Project No. 1657: Traffic Signal Modifications at Six Intersections. The CIP is the City’s long-term plan for repairing and improving public infrastructure such as streets, traffic signals, parks, and utilities. This project focuses on upgrading six existing signalized intersections along Main Street and Figueroa Street within the City of Carson. These intersections are located near and run parallel to the I-110 Freeway. Traffic exiting nearby freeway on- and off-ramps significantly affects how these intersections operate, especially during peak travel hours. During these times, heavy freeway traffic combines with north-south regional traffic, which overwhelms the current capacity of the intersections and results in congestion, delays, and safety concerns.

To address these issues, the project will upgrade all six traffic signals to improve traffic flow and safety for drivers, pedestrians, and bicyclists. Improvements include increasing intersection capacity, installing upgraded safety lighting, adding new video detection systems that better sense vehicles at intersections, installing new left-turn signals, and upgrading pedestrian signal heads. Traffic signal controllers will also be reprogrammed to improve coordination between intersections, reduce delays, and improve the overall level of service, which is a standard measure used to describe how efficiently an intersection operates.

This project is funded through two separate Measure R grants (Grant Nos. MR312.41 and MR312.46). Measure R is a voter-approved Los Angeles County transportation sales tax dedicated to improving streets, traffic signals, and transportation infrastructure. The City requested that the Los Angeles County Metropolitan Transportation Authority (Metro) program Measure R funding to cover the design phase, construction, and construction support services.

Metro prepared the Plans, Specifications, and Estimate (PS&E), which are the detailed engineering drawings, technical requirements, and cost estimates needed before construction can begin. Metro will also manage construction support services, while the City of Carson is responsible for overseeing the construction phase. On August 5, 2025, the City Council awarded the construction contract to Elecnor Belco Electric, Inc. in the amount of $5,661,686.

Following approval of the construction contract, Elecnor Belco Electric, Inc. has been issued a Purchase Order (which authorizes the contractor to begin ordering materials) and a Notice to Proceed (which formally allows construction-related activities to begin). The contractor is currently ordering the specialized materials required for the project. A key factor affecting the project schedule is the delivery of traffic signal poles, which are custom- fabricated items. These poles typically require four to six months to manufacture and deliver after an order is placed. As a result, the overall construction timeline depends largely on when these materials arrive. Once the signal poles are delivered, construction is expected to take approximately 180 working days to complete. Based on current assumptions, the anticipated project schedule is as follows:

City Council-Awarded Construction Contract: August 5, 2025 Notice to Proceed: Issued on December 2, 2025
Start of Construction Phase: January 2026
Delivery of Major Materials (Signal Poles): June 2026
Estimated Construction Phase Completion: February 2027 Staff will continue to monitor material deliveries and construction progress and will provide updates to the City Council as the project advances.

The original Measure R Funding Agreement for this project was approved by City Council on April 17, 2023. On April 15, 2025, the City Council approved Amendment No. 1, which extended the deadline for using the grant funds through June 30, 2026. Staff is now requesting City Council approval of the proposed Amendment No. 2 to the Funding Agreement, which would provide an additional $823,000 in Measure R grant funding. Approval of the proposed amendment would increase the total Measure R funding for the project to $4,553,000, helping ensure full delivery of the planned traffic signal improvements at all six intersections.

V. FISCAL IMPACT
The proposed Amendment No. 2 to the Funding Agreement would increase the amount of eligible grant funds by $823,000, bringing the total amount the City may be reimbursed for this project to $4,553,000. Grant reimbursement means the City is repaid for eligible project costs using outside funding rather than local tax dollars.

Approval of this amendment would not impact the current City budget. At this time, $3,730,000 in Measure R grant funding is already included in the adopted FY 2025-26 project budget within expense account 259-80-820-904- 8023. The additional $823,000 will be programmed in FY 2026-27 as part of the City’s annual Capital Improvement Program (CIP) budget development process, which is when funding for future infrastructure projects is formally planned and approved.

VI. EXHIBITS

1. Location Map

2. Funding Agreement

3. Funding Agreement Amendment No.1

4. Funding Agreement - Proposed Amendment No. 2

5. Resolution 25-140

Attachments
Exhibit 1 - Location Map
Exhibit 2 - Funding Agreement
Exhibit 3 - Funding Agreement Amendment No.1
Exhibit 4 - Funding Agreement Amendment No. 2
Exhibit 5 - Resolution 25-140, Amendment No 2
FTIP #: LA9919136
Subregion ID: South Bay

Project#: MR312.41
FA# 9200000000MR31241

Project No. 1657 Location Map
Albertoni St & Main St
Main St & Victoria St
Figueroa St & Victoria St
Main St & 220th St
Figueroa St & 223rd St
Figueroa St & 234th St
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 1 Measure R Funding Agreement – Highways – General

MEASURE R FUNDING AGREEMENT
HIGHWAY PROGRAM (General)
This Funding Agreement (“FA”) is made and entered into effective as of March 1, 2023 (“Effective Date”), and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Carson ("GRANTEE")for Main Street and Figueroa Street Traffic Signal Upgrades, LACMTA Project ID# MR312.41 and FTIP# LA9919136, (the "Project"). This Project is eligible for funding under Line 33 of the Measure R Expenditure Plan.

WHEREAS, LACMTA adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the “Ordinance”), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as “Measure R” and became effective on January 2, 2009.

WHEREAS, the Project title was administratively changed from “Traffic Signal Upgrades at 10 Intersections” to “Main Street and Figueroa Street Traffic Signal Upgrades.” WHEREAS, the Project locations were administratively changed to include the following intersections only: (1) Figueroa Street/234th Street; (2) Figueroa Street/223rd Street; (3) Figueroa Street/Victoria Street; (4) Main Street/Albertoni Street; (5) Main Street/Victoria Street; (6) and Main Street/220th Street.

WHEREAS, the LACMTA Board, at its June 23, 2016 meeting, programmed $1,400,000 in Measure R Funds to GRANTEE for Plans, Specifications and Estimates (PS&E) and Construction; and
WHEREAS, the LACMTA Board, at its January 23, 2020 meeting, approved that LACMTA would manage and complete the design for the Project; and WHEREAS, the LACMTA Board, at its July 22, 2021 meeting, programmed an additional $2,820,000 in Measure R Funds to GRANTEE for Construction, subject to the terms and conditions contained in this FA; and
WHEREAS, the LACMTA Board on June 25, 2020, delegated administrative authority to staff to allow changes in project sponsor to deliver board approved projects; and WHEREAS, LACMTA completed the design for the Project and expended $300,000 of the total funds programmed. LACMTA will expend an additional $190,000 in programmed funds for design work during the Construction phase; and
WHEREAS, the Funds remaining for the Project are as follows: $3,730,000 for Construction of the Project, lead by GRANTEE.

WHEREAS, the Funds are currently programmed as follows: $10,000 in Measure R Funds in Fiscal Years (FY) 2016-17; $900,000 in Measure R Funds in FY2017-18; $1,400,000 in FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 2 Measure R Funding Agreement – Highways – General
Measure R Funds in FY 2021-22; and $1,420,000 in Measure R Funds in FY 2022-23. The total designated for Construction of the Project is $3,730,000.

WHEREAS, the funding set forth herein is intended to fundonly Constructionof the Project; and
WHEREAS, the LACMTA Board on January 26, 2023, delegated administrative authority to staff to extend funding lapsing dates to meet PAED, PS&E, ROW, and Construction time frames; and
WHEREAS, the Grantee and LACMTA desire to extend the lapsing date of Funds programmed for FY 2016-17 to lapse June 30, 2024 and Funds programmed for FY 2017-18 to lapse June 30, 2025.

NOW, THEREFORE, the parties hereby agree as follows:

The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein:

1. Part I – Specific Terms of the FA

2. Part II – General Terms of the FA

3. Attachment A – Project Funding

4. Attachment B – Measure R Expenditure Plan Guidelines

5. Attachment B-1 – Expenditure Plan - Cost & Cash Flow Budget

6. Attachment C – Scope of Work

7. Attachment D – Project Reporting and Expenditure Guidelines

8. Attachment D-1 – intentionally omitted

9. Attachment D-2 – Quarterly Progress/Expenditure Report

10. Attachment E – Federal Transportation Improvement Program (FTIP) Sheet

11. Attachment F – Bond Requirements

12. Attachment G-1 – Special Grant Conditions - Signal Synchronization, Intelligent Transportation Systems (ITS), and Transportation Technology Improvements

13. Attachment G-2 – Los Angeles County Regional ITS Architecture (CONNECT IT) Consistency Self-Certification Policy Form

14. Any other attachments or documents referenced in the above documents In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA.

IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below:

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 4 Measure R Funding Agreement – Highways – General
PART I

SPECIFIC TERMS OF THE FA

1. Title of the Project (the "Project"): Traffic Signal Upgrades – Construction. LACMTA Project ID# MR312.41, FTIP# LA9919136.

2. Grant Funds:

2.1 Programmed Funds for this Project consist of the following: Measure R Funds.

2.2 To the extent the Measure R Funds are available; LACMTA shall make to GRANTEE a grant of the Measure R funds in the amount of $3,730,000 (the “Funds”) for the Project. LACMTA Board of Directors’ action of July 22, 2021 granted the Measure R Funds for the Project. The Funds are programmed over four years for Fiscal Years (FY) FY 2016-17, FY 2017-18, FY 2021-22 and FY 2022-23.

3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Quarterly Progress/Expenditure Report.

GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter’s expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work.

4. Attachment Athe “Project Funding” documents all sources of funds programmed for the Project as approved by LACMTA. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action.

5. Attachment B-1 is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA’s Senior Executive Officer of Construction & Engineering in writing. If the LACMTA’s Senior Executive Officer of Construction & Engineering concurs with such updated Expenditure Plan in writing, Attachment B-1 shall be replaced with the new Attachment B-1 setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B-1 as revised from time to time. Any change to the final milestone date must be made by a fully executed amendment to this FA.

6. Attachment Cis the “Scope of Work”. The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits, if FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 5 Measure R Funding Agreement – Highways – General
applicable. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone date set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with the schedule and scope identified in this FA unless otherwise agreed to by the parties in writing in an amendment to this FA. If GRANTEE fails to meet milestones or fails to deliver the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9, 10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes and can show documentation acceptable to LACMTA supporting GRANTEE’S ability to make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Quarterly Progress/Expenditure Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Quarterly Progress/Expenditure Reports Attachment D-2. In no event can the final milestone date be amended by a Quarterly Progress/Expenditure Report.

7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Workshall be allowed without an amendment to the original FA, approved and signed by both parties.

8. Attachment Dis the “Project Reporting & Expenditure Guidelines”. GRANTEE shall complete the “Quarterly Progress/Expenditure Report”. The Quarterly Progress/ Expenditure Report are attached to this FA as Attachment D-2 in accordance with Attachment D – Project Reporting and Expenditure Guidelines.

9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at http://program.metro.net. All projects that receive funding through Measure R must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed.

10. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the 'Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax-exemption of the interest, the Federal subsidy payment or the tax credit, as applicable, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 6 Measure R Funding Agreement – Highways – General
requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such bonds tax status.

11. GRANTEE shall comply with the “Special Grant Conditions” attached asAttachment G, if any.

12. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or non- material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non-material changes are those changes which do not affect the grant amount or its schedule, Project Funding, or the Scope of Work, including the Work schedule.

13. LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Shrota Sharma
LACMTA Project Manager
Mail Stop 99-18-2
Phone (213) 418-3058
E-mail [email protected]

14. GRANTEE's Address:

City of Carson
701 E. Carson St
Carson, CA 90745
Gilbert Marquez
Phone: (310) 952-1700
[email protected]
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 7 Measure R Funding Agreement – Highways – General

PART II

GENERAL TERMS OF THE FA

1. TERM
The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing.

2. SUSPENSION OR TERMINATION
Should LACMTA determine there are insufficient Measure R Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary to: (i) to return any facilities modified by the Project construction to a safe and operable state; and (ii) suspend or terminate the construction contractor’s control over the Project. LACMTA’s share of these costs will be consistent with the established funding percentages outlined in this FA.

3. INVOICE BY GRANTEE
Unless otherwise stated in this FA, the Quarterly Progress/ Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre-approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre-approved Quarterly Progress/ Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Accounts Payable Department as shown below.

Submit invoice with supporting documentation to:

[email protected](preferable)
or
mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
All invoice material must contain the following information:

Re: LACMTA Project ID# MR312.41 and FA# FA9200000000MR31241 LACMTA Project Manager: Shrota Sharma; Mail Stop 99-18-2 FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 8 Measure R Funding Agreement – Highways – General

4. USE OF FUNDS

4.1 GRANTEE shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines and the specifications for use for the transportation purposes described in the Ordinance.

4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C.

4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this FA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel.

4.4 GRANTEE must use the Funds in the most cost-effective manner. If GRANTEE intends to use a consultant or contractor to implement all or part of the Project, LACMTA requires that such activities be procured in accordance with GRANTEE’s contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay “in-house” staff time. This effective use of funds provision will be verified by LACMTA through on- going Project monitoring and through any LACMTA interim and final audits.

4.5 GRANTEE’S employee, officers, councilmembers, board member, agents, or consultants (a “GRANTEE Party”) are prohibited from participating in the selection, award, or administration of a third-party contract or sub-agreement supported by the Funds if a real or apparent conflict of interest would be involved. A conflict of interest would include, without limitation, an organizational conflict of interest or when any of the following parties has a financial or other interest in any entity selected for award: (a) a GRANTEE Party (b) any member of a GRANTEE Party’s immediate family, (c) a partner of a GRANTEE Party; (d) any organization that employs or intends to employ any of the above. This conflict of interest provision will be verified by LACMTA through on-going Project monitoring and through any LACMTA interim and final audits.

4.6 If a facility, equipment (such as computer hardware or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds expended for that purpose must be returned to LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio.

4.7 If the Project requires the implementation of an Intelligent Transportation Systems (“ITS”) project, GRANTEE shall ensure the Project is consistent with the Regional ITS Architecture. Attachment G-2, the Los Angeles County Regional ITS FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 9 Measure R Funding Agreement – Highways – General
Architecture (CONNECT-IT) Consistency Self-Certification Form, must be completed and signed for planned ITS projects and/or ITS projects that use local, state, or federal funds programmed or administered through LACMTA. Refer to www.laconnect-it.com to find information about the CONNECT-IT Service Packages.

4.8 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy.

For the parking policy, see
http://media.metro.net/projects_studies/call_projects/images/09%20Appendix%20D%20Pa rking%20Policy.pdf

5. REIMBURSEMENT OF FUNDS
Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Quarterly Progress/Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must complete the ACH form and submit such form to LACMTA before grant payments can be made. ACH Request Forms can be found atwww.metro.net/projects/call_projects/call_projects-reference- documents/. GRANTEE must provide detailed supporting documentation with its Quarterly Progress/Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter’s payment.

6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS

6.1 GRANTEE shall submit the draft of Quarterly Progress/Expenditure Report (Attachment D-2) within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre-approval of the applicable report. LACMTA Project Manager shall review and respond in writing to the draft Quarterly Progress/Expenditure Reports within thirty (30) calendar days from receipt. Grantee shall submit the LACMTA pre-approved Quarterly Progress/Expenditure Report no later than five (5) days after receipt of LACMTA’s written approval. Should GRANTEE fail to submit either the draft or pre-approved reports within five (5) days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Quarterly Progress/Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, GRANTEE will still be required to submit the Quarterly Progress/Expenditure Reports indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then GRANTEE can submit such an invoice once per month with supporting documentation. Expenses that are not invoiced to LACMTA Accounts Payable FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 10 Measure R Funding Agreement – Highways – General
within ninety (90) days after the lapsing date specified in Part II, Section 9.1 below are not eligible for reimbursement.

6.2 GRANTEE shall submit the Project expenditure estimates for the subsequent fiscal year by February of each year. LACMTA will use the estimates to determine the Project budget for the upcoming fiscal year.

6.3 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre- award audits, performance audits and final audits. LACMTA will commence a final audit within six months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review).

GRANTEE agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). GRANTEE shall reimburse LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this FA. The allowability of costs for GRANTEE’s own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE’s contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE’s Quarterly Progress/Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE.

6.4 GRANTEE’s records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by LACMTA to substantiate charges related to the Project (all collectively referred to as “records”). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA to evaluate and verify, direct and indirect costs, (including overhead allocations) as they may apply to costs associated with the Project.

These records must be retained by GRANTEE for three years following final payment under this Agreement. Payment of retention amounts shall not occur until after the LACMTA’s final audit is completed.

6.5 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 6.2 and 6.3 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 11 Measure R Funding Agreement – Highways – General

6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all GRANTEE’S records and its contractors related to the Project, and shall be allowed to interview any employee of GRANTEE and its contractors through final payment to the extent reasonably practicable.

6.7 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA.

6.8 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates.

6.9 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance. GRANTEE shall cooperate with LACMTA Management Audit Services Department such that LACMTA can meet its obligations under the Ordinance.

6.10 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA.

6.11 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA.

6.12 In addition to LACMTA’s other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6.

7. GRANT
This is a one-time only grant of the Measure R Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 12 Measure R Funding Agreement – Highways – General

8. SOURCES AND DISPOSITION OF FUNDS

8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure R Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA.

8.2 GRANTEE shall fully fund and contribute the Grantee Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE may request additional Measure R funds from its sub-region earmark pending support of the sub-region’s Governing Board. A particular sub-region’s Measure R funds are limited to the amount specified in the Ordinance and is still subject to approval of the LACMTA Board. Nothing in this FA shall obligate, or be construed to obligate, the LACMTA Board to approve such request for additional funds. If the Funds are still insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project.

8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2.

8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein.

Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE’s own risk, or as delineated in a Letter of No Prejudice executed by the prospective GRANTEE and LACMTA.

8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, GRANTEE Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher.

9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 13 Measure R Funding Agreement – Highways – General

9.1 GRANTEE must demonstrate timely use of the Funds by:
(i) Executing this FA withinninety (90) daysof receiving formal transmittal of the FA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and
(ii) Executing Contracts for Construction or Capital purchase within twelve (12) monthsfrom the date of completion of design; and (iii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in
Attachment C (Scope of Work) of this FA; and
(iv) Submitting the Quarterly Progress/Expenditure Reports as described in Part II, Section 6.1 of this FA; and
(v) Expending the Funds granted under this FA for allowable costs within three years or 36 monthsfrom July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY 2016-17 are subject to lapse by June 30, 2024. All Funds programmed for FY 2017-18 are subject to lapse by June 30, 2025. All Funds programmed for FY 2021-22 are subject to lapse by June 30, 2025. All Funds programmed for FY 2022-23 are subject to lapse by June 30, 2026.

9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1of this FA, the Project will be reevaluated by LACMTA and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance. In the event that all the Funds are reprogrammed, this FA shall automatically terminate.

10. DEFAULT
A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; and/or (ii) GRANTEE fails to perform satisfactorily or make material changes, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA’s prior written consent or approval as provided herein.

11. REMEDIES

11.1 In the event of a Default by GRANTEE, LACMTA shall provide written notice of such Default to GRANTEE with a 30-day period to cure the Default. In the event GRANTEE fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 14 Measure R Funding Agreement – Highways – General
disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity.

11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE.

11.3 The remedies described herein are non-exclusive. LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.

12. COMMUNICATIONS

12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA’s contribution to the Project as more particularly set forth in “Funding Recipient Communications Guidelines” available online at http://metro.net/partners-civic. The Funding Recipient Communications Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Recipient Communications Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer.

12.2 For purposes of this Agreement, “Communications Materials” include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of “Communications Materials” is found in the Funding Recipient Communications Guidelines.

12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. The preferred logo lock-up for Funding Recipients to use is included in the Funding Recipient Communications Guidelines.

12.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section.

12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE’s compliance with the terms and conditions of this Section. GRANTEE’s failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein.

13. OTHER TERMS AND CONDITIONS
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 15 Measure R Funding Agreement – Highways – General

13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA or the same level of authority. Adoption of revisions or supplements to the Guidelines shall cause such revisions or supplements to become incorporated automatically into this Agreement as though fully set forth herein.

13.2 GRANTEE is obligated to continue using the Project dedicated to the public transportation purposes for which the Project was initially approved. The Project right- of-way, the Project facilities constructed or reconstructed on the Project site, and/or Project property purchased, excluding construction easements and excess property (whose proportionate proceeds shall be distributed in an equal proportion of the grant to GRANTEE Funding Commitment ratio), shall remain dedicated to public transportation use in the same proportion and scope and to the same extent as described in this FA. Equipment acquired as part of the Project, including office equipment, vehicles, shall be dedicated to that use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements.

13.3 In the event that there is any legal court (e.g., Superior Court of the State of California, County of Los Angeles, or the U.S. District Court for the Central District of California) proceeding between the parties to enforce or interpret this FA, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees.

13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or committed to be done by GRANTEE under or in connection with any work performed by and or service provided by GRANTEE, its officers, agents, employees, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE’s obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors or subcontractors in the performance of the work or the provision of the services, in connection with the Project including, without limitation, the Scope of Work, described in this FA.

13.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this FA.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.01.2021 16 Measure R Funding Agreement – Highways – General

13.6 GRANTEE shall comply with and ensure that work performed under this FA is done in compliance with Generally Accepted Accounting Principles (GAAP), all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto.

13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts.

13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee. Any assignment by GRANTEE without said prior consent by LACMTA shall be void and unenforceable.

13.9 This FA shall be governed by California law. If any provision of this FA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns.

13.11 GRANTEE will advise LACMTA prior to any key Project staffing changes.

Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address.

13.12 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise.

FTIP #: LA9919136 Project#: MR312.41
FA# 9200000000MR31241
Rev: 11-1-14 1 FA Measure R Hwys Sub Attachment B
Measure R Expenditure Guidelines

ATTACHMENT B

MEASURE R EXPENDITURE PLAN GUIDELINES

PROJECT DEVELOPMENT AND RIGHT OF WAY
State Law Requires All Measure R Project and Program Sponsors to Submit an Expenditure Plan
To be eligible to receive Measure R revenues, an agency sponsoring a capital project or program must by state law (AB 2321) submit an expenditure plan that is acceptable to the Los Angeles County Metropolitan Transportation Authority (LACMTA). Pursuant to this law, LACMTA cannot release Measure R funds to capital project or program sponsors until an expenditure plan containing the following elements is submitted, reviewed and deemed satisfactory by LACMTA. LACMTA staff will request that an expenditure plan be submitted before making a recommendation to the LACMTA Board to program funds to that project:
o The estimated total cost for each project and program and/or each project or program activity;
o Funds other than Measure R that the project or program sponsor anticipates will be expended on the projects and programs and/or each project or program activity; o The schedule during which the project sponsor anticipates funds will be available for each project and program and/or each project or program activity; and, o The expected completion dates for each project and program and/or project or program activity.

Each of the above elements must be provided in enough detail to determine consistency with Measure R, the Long Range Transportation Plan for Los Angeles County, and the Los Angeles County Transportation Improvement Program (also a statutorily mandated function), as follows:
o Project or program scope of work, including sufficient information to determine funding eligibility, including, but not limited to, the anticipated proportional use of current rail rights-of-way, state highways, and below-ground subways versus any other rights-of-way or above-ground work;
o A current-year cost estimate breakdown of the major sub-elements of the project such as overhead, environmental and permit work, design and engineering, right-of-way, construction/installation (including maintenance facilities, rail yard, equipment and other major components), construction/installation support, interest costs, rolling stock, and other supporting components;
o Any extraordinary project cost escalation issues, such as extraordinary commodity, right- of-way, surety, energy costs, etc.;
o A specific and accurate description of the source, commitment, and anticipated annual availability of any federal, state, local, or private funding identified for the project if applicable including a 3% local funding contribution to rail projects if indicated in Measure R and necessary to meet project expenses, and if the source funds are in current or year-of-expenditure dollars;
FTIP #: LA9919136 Project#: MR312.41
FA# 9200000000MR31241
Rev: 11-1-14 2 FA Measure R Hwys Sub Attachment B
Measure R Expenditure Guidelines
o An annual schedule, in current dollars, of anticipated costs by the cost estimate categories described above; and;
o The expected completion by month and year of project or program completion.

Below is an excerpt of AB 2321 (2008, Feuer), the state legislation that requires the expenditure plan.

What AB 2321 (2008, Feuer) Says About the Expenditure Plan:

Section b (3) B
(f) Prior to submitting the ordinance to the voters, the MTA shall adopt an expenditure plan for the net revenues derived from the tax. The expenditure plan shall include, in addition to other projects and programs identified by the MTA, the specified projects and programs listed in paragraph (3) of subdivision (b), the estimated total cost for each project and program, funds other than the tax revenues that the MTA anticipates will be expended on the projects and programs, and the schedule during which the MTA anticipates funds will be available for each project and program. The MTA shall also identify in its expenditure plan the expected completion dates for each project described in subparagraph (A) of paragraph (3) of subdivision (b). To be eligible to receive revenues derived from the tax, an agency sponsoring a capital project or capital program shall submit to te MTA an expenditure plan for its project or program containing the same elements as the expenditure plan that MTA is required by this subdivision to prepare.
(k) No later than 365 days prior to the adoption of an amendment described in paragraph (1) to an expenditure plan adopted pursuant to subdivision (f), including, but not limited to, the expenditure plan adopted by the MTA board as "Attachment A" in Ordinance #08-01 adopted by the board on July 24, 2008, and in addition to any other notice requirements in the proposing ordinance, the board shall notify the Members of the Legislature representing the County of Los Angeles of all of the following:
(1) A description of the proposed amendments to the adopted expenditure plan that would do any of the following:
(A) Affect the amount of net revenues derived from the tax imposed pursuant to this act that is proposed to be expended on a capital project or projects identified in the adopted expenditure plan.
(B) Affect the schedule for the availability of funds proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (C) Affect the schedule for the estimated or expected completion date of a capital project or projects identified in the adopted expenditure plan.
(2) The reason for the proposed amendment.
(3) The estimated impact the proposed amendment will have on the schedule, cost, scope, or timely availability of funding for the capital project or projects contained in the adopted expenditure plan.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR 312.41
FA# 9200000000MR31241
Rev: 05.03.19 1 FA Measure R Hwys Gen Attachment C Scope of Work

ATTACHMENT C

SCOPE OF WORK
PROJECT TITLE:

Main Street and Figueroa Street Traffic Signal Upgrades PROJECT LOCATION:

The project is located at six intersections on Main Street and Figueroa Street in the City of Carson, in the South Bay area.

PROJECT LIMITS:

This project limits are Main St/Albertoni St to the north and Figueroa St/234th St to the south. The project intersections include:

Main St/Albertoni St
Main St/Victoria St
Figueroa St/Victoria St
Main St/220th St
Figueroa St/223rd St
Figueroa St/234th St
NEXUS TO HIGHWAY OPERATION, DEFINITION/PROJECT PURPOSE:

The six intersection improvements along Main St and Figueroa St run immediately parallel to the I- 110 Freeway. Traffic from freeways at local interchanges adversely impacts the operations of these intersections. These impacts occur especially during peak hours, when traffic exits nearby I-110 off ramps, combined with the regional north-south traffic, overwhelming the existing operational capacity of the intersections. Improving traffic flow at the six arterial intersections that are near the freeway on/off ramps will help distribute traffic coming from SR-91, I-110 and I-405. Additionally, these principal arterials function as a bypass to I-110, serving short commuter trips and longer regional trips when there are incidents on I-110. Based on the City’s traffic analysis, the intersections are currently operating at a deficient level of service.

PROJECT BACKGROUND:

Figueroa St and Main St are major north-south arterials in Los Angeles County, spanning for more than 30 miles from its southern terminus at Harry Bridges Boulevard in the Wilmington neighborhood to its northern terminus at Chevy Chase Drive in the city of La Canada Flintridge. In the City of Carson, Figueroa St and Main St run immediately parallel to the I-110 Freeway, serving as an alternative route to the highly congested freeway. Both arterials experience significant travel delays, unnecessary stops, and deficient levels of service when motorists divert the freeway to Figueroa St and Main St to avoid freeway congestion during peak hours.

PROJECT BUDGET:

COMPONENT AMOUNT
Construction Capital 3,730,000
Total Budget $3,730,000
SCOPE:

The Project is the construction of roadway and traffic signal modifications at six intersections along Figueroa St and Main St, in addition to utilities relocation.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR 312.41
FA# 9200000000MR31241
Rev: 05.03.19 2 FA Measure R Hwys Gen Attachment C Scope of Work
The traffic signal upgrades include the following:
- Replace Type 170 Controllers with 2070 Controllers
- Replace Signal Poles, Mast Arms, Signal Heads
- Replace Pull Boxes
- Install Video Detection Cameras
- Install conduit for safety lighting
- Remove battery backup system
- Update pedestrian signal head
The roadway modifications include the following:
- Update crosswalk paint to current MUTCD standards
- Replace curb and gutter placement
- Replace sidewalk and curb ramp placement
- Restripe streets
Metro, in cooperation with the City of Carson completed the Plans, Specifications, & Estimates (PS&E) for six intersections on Main Street and Figueroa Street. Metro will also be leading the Construction Support Services phase of the project. City of Carson will solely be responsible for the Construction phase.

CONSTRUCTION:

Grantee expects to provide construction oversight, procure a consultant for construction management, award a contract for construction and to perform the following tasks:

A. Contract with a separate engineering firm to provide Construction Management for the Project. This will be accomplished through an RFP.

B. Contract with a Contractor for construction.

The Design Consultant shall meet as needed with the Grantee to accomplish Project tasks as outlined. Meetings expected between the Consultant and Grantee shall include, but not be limited to, Pre-Construction Meeting, progress meetings and preparation of responses to RFIs.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR 312.41
FA# 9200000000MR31241
Rev: 05.03.19 3 FA Measure R Hwys Gen Attachment C Scope of Work
MILESTONES: The implementation schedule for this project will be as follows.

CONSTRUCTION MILESTONES:

START DATE COMPLETION DATE

SOLICITATION (BID/PROPOSAL)
Develop Solicitation Package October 2022 November 2022 Solicitation Response November 2022 December 2022
Evaluations December 2022 January 2022
Selection January 2023 January 2023
Contract Award March 2023 April 2023
Metro Funding Agreement Process May 2023 July 2023
Fully Executed Contract July 2023 August 2023

EXCAVATION
Clear/Grub September 2023 October 2023
Survey September 2023 October 2023

CONCRETE
Form Work October 2023 December 2023
Rebar Placement October 2023 December 2023
Pole Placement November 2023 December 2023

TRAFFIC CONTROL
TMP September 2023 June 2024
SCE December 2023 June 2024

MATERIALS
Long-Lead Equipment September 2023 February 2024
Staging September 2023 February 2024
Material Lay Down Area September 2023 February 2024
Signage September 2023 December 2023

START DATE COMPLETION DATE

LANDSCAPE
General Construction/close out project September 2023 June 2024

CHANGE ORDERS
P.O. Processing Time April 2023 August 2023
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR 312.41
FA# 9200000000MR31241
Rev: 05.03.19 4 FA Measure R Hwys Gen Attachment C Scope of Work
ATTACHMENT C – Location Map

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.18.2020 FA Measure R Hwys Gen Attachment D Project Reporting & Expenditure Guidelines
1 FA ATTACHMENT D

PROJECT REPORTING & EXPENDITURE GUIDELINES

REPORTING PROCEDURES
 Quarterly Progress/Expenditure Report (Attachment D-2) are required for all projects.

The GRANTEE shall be subject to and comply with all applicable requirements of the funding agency regarding project-reporting requirements. In addition, GRANTEE will submit the Quarterly Expenditure Report to the LACMTA, after receiving LACMTA Project Manager’s acceptance of the draft report, at
[email protected] or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. O. Box 512296, Los Angeles, California 90051-0296. Please note that letters or other forms of documentation may not be substituted for this form.
 The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that GRANTEE provides complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project.
 In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided.  GRANTEE is required to track and report on the project schedule. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter.
 The draft Quarterly Progress/Expenditure Report is due to the LACMTA as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year:

Quarter Report Due Date
July –September November 30
October - December February 28
January - March May 31
April - June August 31
LACMTA Project Manager shall review and respond in writing to the draft Quarterly Expenditure Report within thirty (30) calendar days from receipt.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 06.18.2020 FA Measure R Hwys Gen Attachment D Project Reporting & Expenditure Guidelines
2 Upon completion of the Project a final report that includes project’s final evaluation must be submitted.

EXPENDITURE GUIDELINES
 Any activity or expense charged above and beyond the approved Scope of Work (FA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.
 Any expense charged to the grant must be clearly and directly related to the project.  Administrative cost is the ongoing expense incurred by the GRANTEE for the duration of the project and for the direct benefit of the project as specified in the Scope of Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project.  LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the FA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.

DEFINITIONS
 Allowable Cost: To be allowable, costs must be reasonable, recognized as ordinary and necessary, consistent with established practices of the organization, and consistent with industry standard of pay for work classification.
 Excessive Cost: Any expense deemed “excessive” by LACMTA staff would be adjusted to reflect a “reasonable and customary” level. For detail definition of “reasonable cost”, please refer to the Federal Register OMB Circulars A-87 Cost Principals for State and Local Governments; and A-122 Cost Principals for Nonprofit Organizations.  Ineligible Expenditures: Any activity or expense charged above and beyond the approved Scope of Work is considered ineligible.

Los Angeles Metropolitan Transportation Authority
2023 Federal Transportation Improvement Program ($000)
LA9919136TIP ID Implementing Agency Carson, City of
SCAG RTP Project #: 1ITS04
Conformity Category: TCM
Project Description: Project includes the construction of roadway and traffic signal modifications at six existing traffic signal-controlled intersections in the City of Carson. These intersections experience significant travel delays and deficient levels of service when motorists divert from the I-110 freeway to avoid freeway congestion during peak hours. Completion of the intersection and signal improvements is anticipated to improve level of service and reduce delays at the project intersections.

NO SIGNAL SYNC.

Study:N/A Is Model: Model #:

PM: Ryan Kim - (310)952-1700
LS: N LS GROUP#:

PPNO:EA #:

Program Code: ITS13 - VEH DETECT (VDS) & AUTOMATIC VEH CLASSIF (AVC) SYS Stop Loc:

Air Basin: SCAB Envir Doc: CATEGORICAL EXEMPTIONS -- CEQA - 12/31/2018
Uza: Los Angeles-Long
Beach-Santa Ana
Sub-Area: Sub-Region: South Bay Cities
COG
CTIPS ID:

Lane # Extd: Lane # Prop: Imprv Desc:

Hov acs eg loc: Toll Rate:

0.00 Toll Colc Loc: Toll Method:

System :Local Hwy Completion Date 12/31/2030Phase: Bid/Advertise PhaseDistance: Postmile: Route :

PRIOR PROG TOTAL BEYONDPHASE 27/2826/2725/2624/2523/2422/23 $0 $300 $300 PEMR20H - Measure R 20% Highway
CON
RW
SUBTOTAL $4,220 $1,420 $2,800
$3,920 $1,420 $2,500
$0 $0 $0
$2,800 $1,420 TOTAL
TOTAL PE: $300 TOTAL RW: $0 TOTAL CON: $3,920
$4,220
TOTAL PROGRAMMED: $4,220
- General Comment: Revised $ programming amounts and dates per Metro direction. Removal of one intersection from the project due to right of way challenges. - Modeling Comment: no significant change made
- TCM Comment: Removal of one intersection from the project scope due to right of way challenges. Project cost stays the same as recent project costs have been increasing which is expected to require the original project budget.
- Amendment Comment:
- CMP Comment:
- Narrative:

Change reason:SCHEDULE DELAY Total Project CostLast Revised Amendment 23-11 - Submitted $4,220 1Page Wednesday, April 12, 2023
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
Rev: 05.15.19 FA Measure R Hwys Gen Attachment F
Bond Requirements
1 ATTACHMENT F

BOND REQUIREMENTS
The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes (collectively, the "Bonds").

GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes or with respect to which LACMTA receives a Federal subsidy for a portion of the interest cost or the investor receives a tax credit. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by the LACMTA in consultation with its bond counsel.

GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations.

Rev: 09.08.2020 1 FA Measure R Hwys Gen Attachment G Special Grant Conditions
FTIP#: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
ATTACHMENT G-1

SPECIAL GRANT CONDITIONS

SIGNAL SYNCHRONIZATION, INTELLIGENT TRANSPORTATION SYSTEMS (ITS),

AND TRANSPORTATION TECHNOLOGY IMPROVEMENTS

1. Grantee is required to attend the LACMTA Arterial ITS Committee Meetings quarterly.

Grantee shall coordinate through the Arterial ITS Committee, the Coalition for Transportation Technology and/or other appropriate and recognized forums to ensure consistency with local, subregional and regional ITS plans. Grantee shall provide the opportunity to LACMTA staff and other affected agencies to review, comment and participate on all aspects of the Project implementation to achieve multi-jurisdictional consensus, including, but not limited to, scope of work, consultant selection, PS&E, system design, bid documents and Project deliverables.

2. Grantee shall coordinate with LA County DPW when applicable and shall not advertise the Project for bid to begin construction before all affected agencies have fully executed an agreement regarding the maintenance and operation of traffic signal synchronization system(s) along multi-jurisdictional corridor(s). Grantee shall deliver or email a copy of the fully executed agreement to LACMTA within seven (7) days from the date of full execution.

3. Grantee shall commit and/or secure non-LACMTA funds to maintain and operate the Project improvements. Operations and maintenance plans shall be developed for all ITS projects. For multi‐jurisdictional projects, multi‐agency agreements shall be executed committing to the long‐term operations and maintenance of shared project elements.

4. Grantee’s Project shall not make major equipment or timing-plan changes on other Metro funded projects, within the first two years of Grantee’s Project implementation/system operation without LACMTA or lead agency prior written approval.

5. For all central traffic control system projects, Grantee shall coordinate the system design through LACMTA staff to allow communication with the Los Angeles County Information Exchange Network (IEN) to facilitate multi‐jurisdictional traffic management and coordination.

6. Grantee shall ensure Countywide Signal Priority (CSP) capabilities are maintained when Grantee’s Project is on an existing CSP corridor.

7. Grantee shall make available all data from the Project, including, without limitation, improvements and inventory data, to LACMTA upon request.

Grantee shall:
a. provide real-time traffic data from the Project, if available, to the County IEN Rev: 09.08.2020 2 FA Measure R Hwys Gen Attachment G Special Grant Conditions
FTIP#: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
FA# 9200000000MR31241
b. allow for archiving through the Regional Integration of ITS (RIITS) Network or any regional ITS software to support regional transportation planning and operations
c. populate ITS Field Inventory Resource Sharing Tool (ITS FIRST) with data upon completion of project

8. Grantee shall ensure that the project uses a generally accepted system engineering approach to maintain the integrity and quality of completed projects.

9. Grantee’s project shall adhere to existing Metro guidelines for specific subprograms as applicable.

The obligations set forth in this section shall survive the expiration or termination of this Agreement.

Rev: 04.28.2020 1 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: LA9919136
Subregion ID: South Bay

Project#: MR312.41
FA# 9200000000MR31241
ATTACHMENT G-2

SPECIAL GRANT CONDITIONS

LOS ANGELES COUNTY REGIONAL ITS ARCHITECTURE (CONNECT-IT)

CONSISTENCY SELF-CERTIFICATION POLICY FORM

This Los Angeles County Regional ITS Architecture (CONNECT-IT) consistency self- certification form should be completed and executed for all ITS Projects or Projects with ITS elements. The form should be sent to LACMTA for any planned ITS projects or proposed funding involving Local, State or Federal funds programmed or administered through the LACMTA.

1. Project Title: Main Street and Figueroa Street Traffic Signal Upgrades

2. Name of Sponsoring Agency: City of Carson

3. Contact Name: Ian Holst

4. Contact Phone: 310-952-1700 x1822

5. Contact Email: [email protected]

6. Project Description:

The Project includes the construction of roadway and traffic signal modifications at six existing traffic signal-controlled intersections in the City of Carson. These intersections experience significant travel delays and deficient levels of service when motorists divert from the I-110 freeway to avoid freeway congestion during peak hours. The completion of the intersection and signal improvements is anticipated to improve level of service and reduce delays at the project intersections.

7. Identify the ITS elements being implemented and the relevant CONNECT-IT Service Package(s), see Exhibit A.
[TM01] Infrastructure-Based Traffic Surveillance is being implemented at the traffic signals by use of video detection that can also be used for traffic surveillance. The traffic signal controllers are also being upgraded to 2070 controllers which will allow for future flexibility and connectivity with new technologies.

8. Outline of the concept of operations for the project.

The six traffic signals will be upgraded and improved to provide increased intersection capacity, upgraded safety lighting, new video detection systems, and pedestrian head upgrades. The traffic signal controllers will be programmed to ensure efficient and safe vehicle, pedestrian, and bicycle travel.

9. Identify participating agencies roles and responsibilities.

Metro completed the PS&E for the project and will also lead the Construction Support Services phase of the project. The City of Carson will be responsible for the Construction phase.

Rev: 04.28.2020 2 FA Measure R Hwys Gen Attachment G Special Grant Conditions
FTIP#: _________
Subregion ID: South Bay
Project#: MR312.41
FA# 9200000000MR31241
By signing and self-certifying this form, the agency commits itself to follow the ITS requirements listed below during project design and implementation. Please be advised that your project may be subject to further review and documentation by Metro and the CONNECT-IT Maintenance Team during project design and implementation phases:
• Per
form a lifecycle analysis for the ITS project elements and incorporate these costs into the Operations and Maintenance plan as part of the system engineering process, • Maintain and operate the system according to the recommendations of the operations and Maintenance plan upon project completion,
• Use the systems engineering process and document the system engineering steps, and • Use the CONNECT-IT interface standards, if required, and conform to the regional configuration management process.

S
ignature:
_______________________
________________________________ _____________________
Agency Representative Date
3/22/23

Rev: 04.28.2020 3 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MR312.41
FA# 9200000000MR31241
Exhibit A
Architecture Reference for CONNECT-IT Service Packages

The table below is the architecture reference for the CONNECT-IT service packages. For additional information on the service packages below, to view interconnect diagrams for each service package or to suggest updates to CONNECT-IT, visit www.laconnect-it.com.

Service Package Area Short Name Name
Commercial Vehicle
Operations
CVO01 Carrier Operations and Fleet Management
CVO02 Freight Administration
CVO03 Electronic Clearance
CVO04 CV Administrative Processes
CVO05 International Border Electronic Clearance
CVO06 Freight Signal Priority
CVO07 Roadside CVO Safety
CVO08 Smart Roadside and Virtual WIM
CVO09 Freight-Specific Dynamic Travel Planning
CVO11 Freight Drayage Optimization
CVO12 HAZMAT Management
CVO14 CV Driver Security Authentication
CVO15 Fleet and Freight Security
Data Management DM01 ITS Data Warehouse
DM02 Performance Monitoring
Maintenance and
Construction
MC01 Maintenance and Construction Vehicle and Equipment Tracking
MC02 Maintenance and Construction Vehicle Maintenance
MC05 Roadway Maintenance and Construction
MC06 Work Zone Management
MC07 Work Zone Safety Monitoring
MC08 Maintenance and Construction Activity Coordination Parking Management PM01 Parking Space Management
PM02 Smart Park and Ride System
PM03 Parking Electronic Payment
PM04 Regional Parking Management
PM05 Loading Zone Management
Public Safety PS01 Emergency Call-Taking and Dispatch
PS02 Routing Support for Emergency Responders
PS03 Emergency Vehicle Preemption
PS04 Mayday Notification
PS05 Vehicle Emergency Response
PS06 Incident Scene Pre-Arrival Staging Guidance for Emergency Responders
PS07 Incident Scene Safety Monitoring
PS08 Roadway Service Patrols
PS10 Wide-Area Alert

Rev: 04.28.2020 4 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MR312.41
FA# 9200000000MR31241
Service Package Area Short Name Name
PS11 Early Warning System
PS12 Disaster Response and Recovery
PS13 Evacuation and Reentry Management
PS14 Disaster Traveler Information
Public Transportation PT01 Transit Vehicle Tracking
PT02 Transit Fixed-Route Operations
PT03 Dynamic Transit Operations
PT04 Transit Fare Collection Management
PT05 Transit Security
PT06 Transit Fleet Management
PT07 Transit Passenger Counting
PT08 Transit Traveler Information
PT09 Transit Signal Priority
PT10 Intermittent Bus Lanes
PT11 Transit Pedestrian Indication
PT14 Multi-modal Coordination
PT16 Route ID for the Visually Impaired
PT17 Transit Connection Protection
PT18 Integrated Multi-Modal Electronic Payment
Support SU01 Connected Vehicle System Monitoring and Management SU02 Core Authorization
SU03 Data Distribution
SU04 Map Management
SU05 Location and Time
SU06 Object Registration and Discovery
SU07 Privacy Protection
SU08 Security and Credentials Management
SU09 Center Maintenance
SU10 Field Equipment Maintenance
SU11 Vehicle Maintenance
SU12 Traveler Device Maintenance
Sustainable Travel ST01 Emissions Monitoring
ST02 Eco-Traffic Signal Timing
ST03 Eco-Traffic Metering
ST04 Roadside Lighting
ST05 Electric Charging Stations Management
ST06 HOV/HOT Lane Management
ST08 Eco-Approach and Departure at Signalized Intersections ST09 Connected Eco-Driving
Traffic Management TM01 Infrastructure-Based Traffic Surveillance TM02 Vehicle-Based Traffic Surveillance
TM03 Traffic Signal Control
TM04 Connected Vehicle Traffic Signal System
TM05 Traffic Metering

Rev: 04.28.2020 5 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MR312.41
FA# 9200000000MR31241
Service Package Area Short Name Name
TM06 Traffic Information Dissemination
TM07 Regional Traffic Management
TM08 Traffic Incident Management System
TM09 Integrated Decision Support and Demand Management
TM10 Electronic Toll Collection
TM11 Road Use Charging
TM12 Dynamic Roadway Warning
TM13 Standard Railroad Grade Crossing
TM14 Advanced Railroad Grade Crossing
TM15 Railroad Operations Coordination
TM16 Reversible Lane Management
TM17 Speed Warning and Enforcement
TM19 Roadway Closure Management
TM20 Variable Speed Limits
TM21 Speed Harmonization
TM22 Dynamic Lane Management and Shoulder Use
Traveler Information TI01 Broadcast Traveler Information TI02 Personalized Traveler Information
TI03 Dynamic Route Guidance
TI04 Infrastructure-Provided Trip Planning and Route Guidance TI05 Travel Services Information and Reservation
TI06 Dynamic Ridesharing and Shared Use Transportation
TI07 In-Vehicle Signage
Vehicle Safety VS01 Autonomous Vehicle Safety Systems
VS02 V2V Basic Safety
VS03 V2V Situational Awareness
VS04 V2V Special Vehicle Alert
VS05 Curve Speed Warning
VS08 Queue Warning
VS09 Reduced Speed Zone Warning / Lane Closure
VS10 Restricted Lane Warnings
VS11 Oversize Vehicle Warning
VS12 Pedestrian and Cyclist Safety
VS13 Intersection Safety Warning and Collision Avoidance VS14 Cooperative Adaptive Cruise Control
VS15 Infrastructure Enhanced Cooperative Adaptive Cruise Control
VS16 Automated Vehicle Operations
VS17 Traffic Code Dissemination
Note: CONNECT-IT service packages may differ from service packages identified in the National ITS Reference Architecture (ARC-IT). For any service packages not represented in CONNECT-IT, refer to ARC-IT by accessing www.arc-it.net. Contact the administrator at [email protected] for questions regarding CONNECT-IT.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
Amendment No. 2
FA# 9200000000MR31241
Rev: 10.26.2022 1 Measure R Funding Agreement Amendment Highways –General
AMENDMENT No.2 TO MEASURE R FUNDING AGREEMENT

BETWEEN CITY OF CARSON AND THE LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY
This Amendment No. 2 to the Funding Agreement (this “Amendment”), is dated as of September 1, 2025, by and between the City of Carson ("Grantee")and the Los Angeles County Metropolitan Transportation Authority ("LACMTA").

RECITALS:

A. Grantee and LACMTA entered into that certain Funding Agreement No. 9200000000MR31241, dated March 1, 2023, which was amended on July 1, 2024 (as amended, the "Existing FA"), which Existing FA provides for the Main Street and Figueroa Street Traffic Signal Upgrades Project, (the “Project”); and B. WHEREAS, the Grantee desires to increase the Project’s budget of Measure R by $823,000 from $3,730,000 to $4,553,000. This amount is within the Board authorized budget increase for the Project, the total new Project budget is $4,553,000 which was approved by the LACMTA Board on June 26, 2025, and
C. WHEREAS, the Funds are currently programmed for the Project as follows $10,000 in Measure R Funds in FY 2016-17; $900,000 in Measure R Funds in FY 2017-18; $1,400,000 in Measure R Funds in FY 2021-22; $1,420,000 in Measure R Funds in FY 2022-23; and $823,000 in Measure R Funds in FY 2025-26. The total designated amount for the Project is $4,553,000; and
D. Grantee and LACMTA desire to amend the Existing FA as provided herein.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
Amendment No. 2
FA# 9200000000MR31241
Rev: 10.26.2022 2 Measure R Funding Agreement Amendment Highways –General
AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Part I, Paragraph 2.2 of the Existing FA is hereby amended by deleting it in its entirety and replacing it with the following: “To the extent the Measure R funds are available, LACMTA shall make to GRANTEE a grant of the Measure R funds in the amount of $4,553,000 (the “Funds”) for the Project. LACMTA Board of Directors actions on June 23, 2016, July 22, 2021, and June 26, 2025, granted the Measure R Funds for the Project. The Funds are currently programmed in five Fiscal Years (FY): $10,000 in FY 2016-17; $900,000 in FY 2017-18; $1,400,000 in FY 2021-22; $1,420,000 in FY 2022-23; and $823,000 in FY 2025-26.”

2. Part II, Section 9.1 (v) of the Existing FA is hereby amended by deleting it in its entirety and replacing it with the following: “(v) Expending the Funds granted under this FA for allowable costs by the lapsing date. All Funds programmed for FY 2016-17, FY 2017-18, FY 2021-22, and FY 2022-23 are subject to lapse by June 30, 2026. All Funds programmed for FY 2025-26 are subject to lapse June 30, 2028.”

3. Attachment A of the Existing FA is hereby replaced by Attachment A-1, attached.

4. Attachment B-1-1 of the Existing FA is hereby replaced by Attachment B-2 attached.

5. Attachment C of the Existing FA is hereby replaced by Attachment C-1, attached.

6. Attachment E – Federal Transportation Improvement Program (FTIP) Sheet of the Existing FA is hereby replaced by Attachment E-1, attached.

7. Except as expressly amended hereby, the Existing FA remains in full force and effect as originally executed. All rights and obligations of the parties under the Existing FA that are not expressly amended by this Amendment shall remain unchanged.

FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR312.41
Amendment # 2
FA# 920000000MR31241
Rev.: 05.20.2025 3 Measure R Funding Agreement Amendment Highways –General
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the FA to be executed by their duly authorized representatives as of the dates indicated below:

LACMTA:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: ________________________________________ Date: ____________________ Stephanie Wiggins
Chief Executive Officer
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: ________________________________________ Date: ____________________ Deputy
GRANTEE:

CITY OF CARSON
By: _______________________________________ Date: ____________________ Lula Davis-Holmes
Mayor
APPROVED AS TO FORM:

By: _______________________________________ Date: ____________________ Sunny Sultani
City Attorney
Oct 20, 2025
FTIP #: LA9919136
SOURCES OF FUNDS Prior Years FY2016-17 FY 2017-18 FY2021-22 FY2022-23 FY2025-26 Total Budget
% of Budget

LACMTA PROGRAMMED FUNDING
MEASURE R FUNDS 10,000$ 900,000$ 1,400,000$ 1,420,000$ 823,000$ 4,553,000$

LACMTA PROGRAMMED FUNDS BY
YEAR SUBTOTAL -$ 10,000$ 900,000$ 1,400,000$ 1,420,000$ 823,000$ 4,553,000$ 100% OTHER SOURCES OF FUNDING:

LOCAL: -$ 0%
STATE: -$ 0%
FEDERAL: -$ 0%
PRIVATE OR OTHER: -$ 0% OTHER FUNDING SUBTOTAL -$ -$ -$ -$ -$ -$ -$ 0% TOTAL PROJECT FUNDS -$ 10,000$ 900,000$ 1,400,000$ 1,420,000$ 823,000$ 4,553,000$ 100% ATTACHMENT A-1 - PROJECT FUNDING
Measure R Program - Funding Agreement Projects - FA# 9200000000MR312.41 Project Title: Main Street and Figueroa Street Traffic Signal Upgrades Project#: MR312.41

PROGRAMMED BUDGET - SOURCES OF FUNDS
Rev. 05.03.19 FA Measure R Hwys Gen Attachment A Project Funds SOURCES OF FUNDS FY 2025-26
Qtr 1
FY 2025-26
Qtr 2
FY 2025-26
Qtr 3
FY 2025-26
Qtr 4
FY 2026-27
Qtr 1
FY 2026-27
Qtr 2
FY 2026-27
Qtr 3
FY 2026-27
Qtr 4
TOTAL
BUDGET
LACMTA PROGRAMMED FUNDS:

MEASURE R FUNDS:

RW Support $0
Const. Support $0
RW $0
Construction $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000 Total MEASURE R $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000 SUM PROG LACMTA FUNDS: $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000

PROJECT FUNDING
FY2025-26 and FY2026-27 $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000

SUMMARY OF ALL FUNDS
RW Support $0 $0 $0 $0 $0 $0 $0 $0 $0
Const. Support $0 $0 $0 $0 $0 $0 $0 $0 $0
RW $0 $0 $0 $0 $0 $0 $0 $0 $0
Construction $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000 TOTAL MILESTONES $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000 SUM PROG LACMTA FUNDS $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000 TOTAL PROJECT FUNDING $0 $53,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $500,000 $0 $4,553,000 ATTACHMENT B-2 - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure R Program - Funding Agreement Projects - FA# 9200000000MR31241 Project Title: Main Street and Figueroa Street Traffic Signal Upgrades Project#: MR312.41

PROGRAMMED SOURCES OF FUNDS
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR 312.41
FA# 9200000000MR31241
Rev: 05.03.19 1 FA Measure R Hwys Gen Attachment C Scope of Work
ATTACHMENT C-1

SCOPE OF WORK
PROJECT TITLE:

Main Street and Figueroa Street Traffic Signal Upgrades PROJECT LOCATION:

The project is located at six intersections on Main Street and Figueroa Street in the City of Carson, in the South Bay area.

PROJECT LIMITS:

This project limits are Main St/Albertoni St to the north and Figueroa St/234th St to the south. The project intersections include:

Main St/Albertoni St
Main St/Victoria St
Figueroa St/Victoria St
Main St/220th St
Figueroa St/223rd St
Figueroa St/234th St
NEXUS TO HIGHWAY OPERATION, DEFINITION/PROJECT PURPOSE:

PROJECT BACKGROUND:

PROJECT BUDGET:

COMPONENT AMOUNT
Construction Capital $4,553,000
Total Budget $4,553,000
SCOPE:

The Project is the construction of roadway and traffic signal modifications at six intersections along Figueroa St and Main St, in addition to utilities relocation.

CONSTRUCTION:

Grantee expects to provide construction oversight, procure a consultant for construction management, award a contract for construction and to perform the following tasks:

A. Contract with a separate engineering firm to provide Construction Management for the Project. This will be accomplished through an RFP.

B. Contract with a Contractor for construction.

CONSTRUCTION MILESTONES:

START DATE COMPLETION DATE

SOLICITATION (BID/PROPOSAL)
Develop Solicitation Package September 2024 December 2024 Solicitation Response December 2024 February 2025
Evaluations February 2025 March 2025
Selection April 2025 April 2025
Contract Award April 2025 August 2025
Metro Funding Agreement Process July 2025 September 2025 Fully Executed Contract August 2025 October 2025

EXCAVATION
Clear/Grub November 2025 December 2025
Survey November 2025 December 2025

CONCRETE
Form Work April 2026 June 2026
Rebar Placement April 2026 June 2026
Pole Placement May 2026 July 2026

TRAFFIC CONTROL
TMP May 2026 September 2026
SCE July 2026 September 2026

MATERIALS
Long-Lead Equipment December 2025 April 2026
Staging December 2025 April 2026
Material Lay Down Area December 2025 April 2026
Signage April 2026 July 2026

START DATE COMPLETION DATE

LANDSCAPE
General Construction/close out project October 2026 December 2026

CHANGE ORDERS
P.O. Processing Time August 2025 December 2026
FTIP #: LA9919136
Subregion ID: Gateway Cities
Project#: MR 312.41
FA# 9200000000MR31241
Rev: 05.03.19 4 FA Measure R Hwys Gen Attachment C Scope of Work
ATTACHMENT C – Location Map

Los Angeles Metropolitan Transportation Authority
2025 Federal Transportation Improvement Program ($000)
LA9919136TIP ID Implementing Agency Carson, City of
SCAG RTP Project #: 1ITS04
Conformity Category: EXEMPT - 93.127
Project Description: Project includes the construction of roadway and traffic signal modifications at six existing traffic signal-controlled intersections in the City of Carson. These intersections experience significant travel delays and deficient levels of service when motorists divert from the I-110 freeway to avoid freeway congestion during peak hours. Completion of the intersection and signal improvements is anticipated to improve level of service and reduce delays at the project intersections.

NO SIGNAL SYNC.

Study:N/A Is Model: Model #:

PM: Ryan Kim - (310)952-1700
LS: N LS GROUP#:

PPNO:EA #:

Program Code: NCNH2 - SIGNAL(S)-AT INTERSECTIONS (NON SIGNAL SYNCH) Stop Loc:

Air Basin: SCAB Envir Doc: CATEGORICAL EXEMPTIONS -- CEQA - 12/31/2018
Uza: Los Angeles-Long
Beach-Santa Ana
Sub-Area: Sub-Region: South Bay Cities
COG
CTIPS ID:

Lane # Extd: Lane # Prop: Imprv Desc:

Hov acs eg loc: Toll Rate:

0.00 Toll Colc Loc: Toll Method:

System :Local Hwy Completion Date 12/31/2030Phase: Contract/Project AwardDistance: Postmile: Route :

PRIOR PROG TOTAL BEYONDPHASE 29/3028/2927/2826/2725/2624/25 $0 $0 $300 $300 PEMR20H - Measure R 20% Highway
CON
RW
SUBTOTAL $5,043 $2,500 $2,053 $490
$4,743 $2,500 $2,053 $190
$0 $0 $0 $0
$490 $2,053 $2,500 TOTAL
TOTAL PE: $300 TOTAL RW: $0 TOTAL CON: $4,743
$5,043
TOTAL PROGRAMMED: $5,043
- General Comment: Project has been bid, with the low bidder selected. Contract award anticipated for 8/5/25. Low bid exceeded engineer's estimate, additional funds were requested from Metro. City had to wait until beginning of fiscal year 25/26 to award contract, since the low bid was greater than funding available for the project. - Modeling Comment: Low bid exceeded engineer's estimate, additional funds were requested from Metro. City had to wait until beginning of fiscal year 25/26 to award contract, since the low bid was greater than funding available for the project.
- TCM Comment: Low bid exceeded engineer's estimate, additional funds were requested from Metro. City had to wait until beginning of fiscal year 25/26 to award contract, since the low bid was greater than funding available for the project.
- Amendment Comment:
- CMP Comment:
- Narrative:

Change reason:COST CHANGE AND SCHEDUL Total Project CostLast Revised Amendment 25-13 - Submitted $5,043 1Page Monday, August 4, 2025

01007 .0006 2073940.3

RESOLUTION NO. 2
5 -
1 40

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARSON, CALIFORNIA,

APPROVING

AMENDMENT NO. 2
TO

MEASURE
R

FUNDING AGREEMENT

FOR

PROJECT
NO. 1657, LACMTA PROJECT # MR312.41 AND FTIP # LA
9919136

WHEREAS,

Los Angeles County Metropolitan Transportation Authority ( “
LACMTA
”
)

entered into
the
M
easure
R

F
unding

A
greement

dated
March

1, 202
3,

which was amended on July
1, 2024

(“
Measure
R

Funding Agreement”

as amended
)
,
programming

Measure
R

Funds to
the
City of Carson
(“City”)
for
Main Street and Figueroa Street Traffic signal Upgrades , LACMTA
Project ID#
MR312.41

and FTIP# LA9919
136

(“Project”)
; and

WHEREAS,

the LACMTA

Board at its June 2
6 , 20
25 meeting,
approved the incre
a
se to
the Measure

R
funds by
$823,000
, from

$3,730,000
to

$4,553,000
; and

WHEREAS,

approval of
Amendment No. 2 to the

Measure
R
Funding Agreement for the
Project will permit the City to be reimbursed as specified in the agreement with LACMTA for the
fu
ll amount detailed in Amendment No.
2 .

NOW, THEREFORE,

THE CITY COUNCIL OF THE CITY OF CARSON DOES

HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS
:

Section 1
.

Recitals.

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

Section 2
.

Approval of
Amendment No. 2
to
Measure
R

Funding

Agreement.

The City
Council hereby approves

Amendment No. 2 to

the
Measure
R

Funding Agreement

for the Project
,
a copy of which is attached hereto as Exhibit “A
”

and incorporated herein by this reference

and
authorizes the Mayor to execute the same.

Section 3
. Further Acts.

The City Manager, Director of Public Works and City Clerk are hereby authorized and directed to execute such other documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resol
ution and the transactions herein authorized.

Section 4
. Severability.

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

Section 5
. Certification.

The City Clerk shall certify to the passage and adoption of this

01007 .0006 2073940.3

Resolution and enter it into the book of original Resolutions.

Section 6
. Effective Date.

This Resolution shall be effective immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

01007 .0006 2073940.3

PASSED, APPROVED, and ADOPTED this
6th

day of
January
, 202
6 .

____________________________

Lula Davis
-
Holmes, Mayor

ATTEST:

_______________________________

Dr. Khaleah
K
. Bradshaw, City Clerk

APPROVED AS TO FORM:

___________________________
____

Sunny K. Soltani, City Attorney

01007 .0006 2073940.3

EXHIBIT “A”

Amendment No
. 2 to
Measure
R

Funding Agreement

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, January 6, 2026, 5:00 PM
CONSENT 30. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDERATION TO ACCEPT THE PROJECT AS COMPLETE, PROJECT NO. 1787: CITY HALLCARPET REPLACEMENT (CITY COUNCIL) I. SUMMARY
On September 17, 2024, the City Council awarded a construction contract to Rod-West Floor Covering LLC in the amount of $138,560 for Project No. 1787: City Hall Carpet Replacement. At that time, the City Council also authorized a 10 percent construction contingency totaling $13,856 to address any change orders or unforeseen conditions that might arise during construction. The project involved replacing the carpet and wall base throughout the second floor of City Hall. All work has been completed in accordance with the approved plans and specifications and meets the City’s quality standards. Consequently, staff is requesting that the City Council accept the project as complete and authorize staff to file a Notice of Completion with the Los Angeles County Recorder’s Office, which is the final administrative step to formally close out the project.

II. RECOMMENDATION
TAKE the following actions:

1. ACCEPT as complete Project No. 1787: City Hall Carpet Replacement; and,

2. AUTHORIZE staff to file a Notice of Completion.

III. ALTERNATIVES

1. DO NOT ACCEPT the project as complete. However, acceptance of projects as complete and recordation of a Notice of Completion after work completion, under Civil Code section 9204, will shorten the time-period during which any contractor will be able to file a lien claim.

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

IV. BACKGROUND
On September 17, 2024, the City Council awarded a construction contract to Rod-West Floor Covering LLC in the amount of $138,560 and authorized a 10 percent construction contingency totaling $13,856 to address change orders and unforeseen construction needs. This resulted in a total project budget not to exceed $152,416. The scope of work included replacing carpet and wall base in multiple areas of City Hall, including the City Council offices, Council Chambers, Executive Conference Room, first- and second-floor lobbies, lobby stairways, and the first-floor southwest exit corridor and stairwell. Total project expenditures were $129,129, which included $4,390 in contingency funds used for added scope of work, such as painting stair stringers and patching carpet in the Council offices lobby to accommodate a newly installed half-height separation door. The project was completed under budget.

Construction of Project No. 1787: City Hall Carpet Replacement has been completed in a satisfactory manner (see Exhibit No. 1) and the facility is fully operational. Consequently, staff is requesting that the City Council accept the project as complete and authorize staff to proceed with filing a Notice of Completion, which is the final administrative step to formally close out the project.

V. FISCAL IMPACT
The original construction contract for this project was $138,560, with a 10 percent contingency of $13,856.00, resulting in a total authorized project amount of $152,416. Total project expenditures were $129,719, and the project was completed under budget with $22,697 in total savings. This includes $13,231 in savings from the original contract and $9,466.00 in unused contingency funds.

VI. EXHIBITS

1. Project Completion Photos

Attachments
Exhibit No. 1 - Project Completion Photos

Project Completion Photos
Project No. 1787
City Hall Carpet Replacement
Exhibit No. 1
Subject: Accept Project as Complete
Board: City Council Regular Meeting
Date: Tuesday, January 6, 2026, 5:00 PM
Agenda Group: Consent
Department: Public Works
Division: Engineering
Council Chambers
Council Offices
2nd Floor Lobby
Carpet replacement throughout the 2nd floor of City Hall

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, January 6, 2026, 5:00 PM
CONSENT 31. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDERATION TO ACCEPT THE PROJECT AS COMPLETE, PROJECT 1393-4: CITYWIDEANNUAL OVERLAY PROGRAM AND PROJECT NO. 1411-4: CITYWIDE ANNUAL CONCRETE REPLACEMENTPROGRAM, MAIN STREET FROM CARSON STREET TO VICTORIA STREET (CITY COUNCIL) I. SUMMARY
On February 7, 2023, the City Council awarded a construction contract to R.J. Noble Company in the amount of $3,457,469.37 for Project No. 1393-4: Citywide Annual Overlay Program and Project No. 1411-4: Citywide Annual Concrete Replacement Program. At that time, the City Council also authorized a 15 percent construction contingency, totaling $518,620.40, to address change orders and any unforeseen construction needs that might arise during construction. The completed work included roadway improvements along Main Street from Carson Street to Victoria Street. All construction has now been completed in accordance with the approved plans and specifications, and the project has met the City’s quality and performance standards. Consequently, staff is requesting that the City Council formally accept the project as complete and authorize staff to file a Notice of Completion with the Los Angeles County Recorder’s Office, which is the final administrative step to officially close out the project.

II. RECOMMENDATION
TAKE the following actions:

1. ACCEPT as complete Projects No. 1393-4 and 1411-4: Main Street Improvement from Carson Street to Victoria Street; and,

2. AUTHORIZE staff to file a Notice of Completion.

III. ALTERNATIVES

1. DO NOT ACCEPT the project as complete. However, acceptance of projects as complete and recordation of a Notice of Completion after work completion, under Civil Code section 9204, will shorten the time period during which any contractor will be able to file a lien claim.

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

IV. BACKGROUND
On February 7, 2023, the City Council awarded a construction contract to R.J. Noble Company in the amount of $3,457,469.37 and authorized a 15 percent construction contingency totaling $518,620.40 to address change orders and unforeseen construction needs. This resulted in a total project budget not to exceed $3,976,089.77.

The project included a wide range of street and sidewalk improvements, such as the removal and replacement of damaged sidewalks, driveways, curbs, and gutters; rehabilitation of approximately 2.4 miles of asphalt pavement; concrete pavement repairs; tree removals; replacement of traffic signal loop detectors; adjustment of manholes; and installation of new pavement striping.

On April 2, 2024, the City Council approved Amendment No. 1, which reaffirmed the use of the full construction contingency amount of $518,620.40 that had been previously approved at the time of contract award (Staff Report No. 2022-500). Subsequently, on June 18, 2024, the City Council approved Amendment No. 2 to the agreement with RJ.Noble Company in the amount of $350,106 to complete additional asphalt pavement rehabilitation along Main Street. With these actions, the total authorized project cost increased to $4,326,195.77.

Construction of Project No. 1393-4 and Project No. 1411-4: Main Street Improvements from Carson Street to Victoria Street has now been completed in a satisfactory manner and the roadway is open for public use.

Consequently, staff is requesting that the City Council accept the project as complete and authorize staff to proceed with filing a Notice of Completion, which is the final administrative step to formally close out the project.

V. FISCAL IMPACT
The original construction contract for this project was $3,457,469.37, with a 15 percent contingency of $518,620.40 approved to address unforeseen conditions. In addition, Amendment No. 2 in the amount of $350,106 was approved for additional work, bringing the total authorized project funding to $4,326,195.77. Total project expenditures were $3,977,061.82, resulting in the project being completed under budget with $349,133.95 in cost savings.

VI. EXHIBITS

1. Project Location Map

2. Project Completion Photos

Attachments
Exhibit No. 1 - Location Map
Exhibit No. 2 - Project Completion Photos

Location Map
Project No. 1393-4 and 1411-4
Main Street Improvements, Carson Street to Victoria Street Exhibit No. 1
Subject: Accept Project as Complete
Board: City Council Regular Meeting
Date: Tuesday, January 6, 2026, 5:00 PM
Agenda Group: Consent
Department: Public Works
Division: Engineering
PROJECT SITE: 2.4 MILES

Project Completion Photos
Project No. 1393-4 and 1411-4
Main Street Improvements, Carson Street to Victoria Street Exhibit No. 2
Northbound:

South of Dominguez St.

Northbound:

North of Torrance Blvd
Southbound:

South of Victoria St.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council

CONSENT 32. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Engineering Subject: CONSIDER ADOPTION OF RESOLUTION 25-119, APPROVING MEASURE M FUNDINGAGREEMENT BETWEEN LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY(LACMTA) AND THE CITY OF CARSON FOR PROJECT NO. 1829: OLYMPICS READY ITS PROJECT#MM5507.24, FTIP #LA9919482 AND CONSIDER ADPOTION OF RESOLUTION 25-125 “A RESOLUTION OFTHE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE GENERALFUND AND SPECIAL REVENUE FUNDS" (CITY COUNCIL) I. SUMMARY
The City of Carson, with support from the South Bay Cities Council of Governments (SBCCOG), applied for Measure M grant funding from the Los Angeles County Metropolitan Transportation Authority (Metro) for Project No. 1829: Olympics Ready Intelligent Transportation Systems (ITS). Measure M is a voter-approved countywide transportation sales tax that funds improvements to streets, traffic signals, and transportation technology. This project focuses on upgrading the City’s Intelligent Transportation Systems (ITS), which include traffic signal communication, monitoring equipment, and technology that helps manage traffic flow more efficiently. The improvements will be made along key transportation corridors leading to the Dignity Health Sports Complex, helping prepare the City for increased traffic associated with major regional and Olympic-related events.

Metro awarded the City $750,000 in grant funding, which will cover 100 percent of the estimated costs for the project’s early planning and design phases. These phases include:

Project Approval and Environmental Document (PA/ED): This phase evaluates the project’s feasibility and environmental impacts, as required by State and federal law.

Plans, Specifications, and Estimates (PS&E): This phase includes preparing detailed engineering drawings, technical specifications, and cost estimates needed before construction can begin.

To access these grant funds, Metro requires the City to formally execute a Funding Agreement with LACMTA.

Consequently, staff is requesting City Council approval of the proposed Funding Agreement (Exhibit No. 1) to allow the City to proceed with the PA/ED and PS&E phases of the project using Measure M funds. Additional funding will be required at a later date to complete the construction phase of the project, which will be brought forward to the City Council for consideration once design and funding options are finalized.

II. RECOMMENDATION
TAKE the following actions:

1. ACCEPT a grant in the amount of $750,000 from the Los Angeles County Metropolitan Transportation Authority;

2. WAIVE further reading and ADOPT Resolution No. 25-119, "A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF CARSON, CALIFORNIA, APPROVING MEASURE M FUNDING AGREEMENT 9200000000M550724 FOR CARSON “OLYMPICS READY” SMART TRANSPORTATION NETWORK PROJECT, LACMTA PROJECT ID#MM5507.24 AND FTIP# LA 9919482" to provide $750,000 to the City of Carson for the Project Approval and Environmental Document (PA/ED) and Plans, Specifications, and Estimates (PS&E) phases of Project No. 1829: Olympics Ready Intelligent Transportation Systems (ITS) (Exhibit No. 2);

3. AUTHORIZE the Mayor to execute the proposed Funding Agreement between the Los Angeles County Metropolitan Transportation Authority and the City of Carson, subject to approval as to form by the City Attorney;

4. WAIVE further reading and ADOPT Resolution No. 25-125, entitled “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON AMENDING THE FISCAL YEAR 2025-26 BUDGET IN THE GENERAL FUND AND SPECIAL REVENUE FUNDS,” to appropriate $250,000 for the PA/ED and PS&E phases of Project No. 1829 (Exhibit No. 3); and,

5. AMEND the FY 2025-26 Capital Improvement Program (CIP) to add Project No. 1829: Olympics Ready ITS (Exhibit No. 4).

III. ALTERNATIVES

1. DO NOT ADOPT Resolution No. 25-119 approving the Funding Agreement. However, it should be noted that execution of the proposed Funding Agreement is required in order for the City to receive the grant funds for this project. Until the agreement is fully executed, the City cannot submit reimbursement invoices to the Los Angeles County Metropolitan Transportation Authority (Metro).

2. DO NOT ADOPT Resolution No. 25-125 to allocate $250,000 for the Project Approval and Environmental Document (PA/ED) and Plans, Specifications, and Estimates (PS&E) phases of Project No. PW 1829.

3. DO NOT AMEND the FY 2025-26 Capital Improvement Program (CIP) to add Project No. 1829: Olympics Ready Intelligent Transportation Systems (ITS).

4. TAKE another action as deemed appropriate by the City Council, consistent with applicable legal requirements.

IV. BACKGROUND
The City of Carson has been confirmed as a Venue City for the 2028 Olympic and Paralympic Games and will host several Olympic events at the Dignity Health Sports Complex, located on the campus of California State University, Dominguez Hills (CSUDH). The Sports Complex is also the home stadium of the LA Galaxy Major League Soccer team and serves as a major regional destination year-round. At present, many of the City’s traffic signals serving this area rely on outdated and unreliable technology. Much of the existing system uses two-way wireless radio communication and includes equipment that is 30 to 40 years old. These older signals lack modern traffic controllers, advanced safety features, and full Americans with Disabilities Act (ADA) accessibility. This creates challenges for managing traffic safely and efficiently, particularly during large-scale events such as the Olympic Games.

The purpose of the PW 1829: Olympics Ready Intelligent Transportation Systems (ITS) Project is to modernize traffic signal and transportation technology along key corridors leading to and surrounding the Olympic venue.

Intelligent Transportation Systems (ITS) use advanced technology, such as upgraded signal controllers, communications networks, and monitoring systems, to better manage traffic, improve safety, and reduce congestion. While these upgrades are critical for the 2028 Games, they are also designed to support everyday transportation needs for residents, visitors, and event traffic well beyond the Olympics.

The project is located along designated Olympic transportation corridors, including the Games Route Network (GRN) and the Games Enhanced Transit System (GETS), which are routes identified for efficient movement of athletes, officials, transit, and spectators during the Games. The project area includes the following corridors (see Exhibit No. 5):

Avalon Boulevard, between University Drive and Albertoni Street Central Avenue, between University Drive and Aspen Hill Road University Drive, between Avalon Boulevard and Central Avenue Victoria Avenue, between Figueroa Street and Central Avenue Albertoni Street, between Broadway and Avalon Boulevard Improvements along these corridors are intended to enhance traffic operations, support transit movement, and improve safety and accessibility for pedestrians and bicyclists. The project also includes the installation of up to four permanent Changeable Message Signs (CMS), which are electronic signs used to provide real-time information to drivers during unexpected situations, such as traffic incidents or special event operations. In addition, the project will prepare the necessary infrastructure to support real-time transit information displays, such as digital kiosks that show live bus arrival times. These systems would be operated by Metro in coordination with transit agencies including Long Beach Transit, Torrance Transit, and Carson Circuit. The project will also integrate with the City’s Victoria Transit Center, which is currently in design and scheduled for completion by 2028. Finally, the project is intended to support public safety and security operations by providing improved monitoring capabilities along public streets leading to and surrounding the Olympic venue. These systems will assist Carson Public Safety, the Los Angeles County Sheriff’s Department, and Federal law enforcement agencies responsible for security during the Games.

The exact scope of improvements will be refined during the Project Approval and Environmental Document (PA/ED) phase and the Plans, Specifications, and Estimates (PS&E) phase. These phases evaluate environmental impacts, confirm project feasibility, and produce detailed engineering designs and cost estimates. The final project scope may be adjusted to reflect future technology advancements, coordination with other nearby projects, and available construction funding.

The City applied for Measure M grant funding for the design phase of the PW 1829 project through the South Bay Cities Council of Governments. Los Angeles County Metropolitan Transportation Authority (Metro) approved $750,000 in Measure M funding at its September 25th Board Meeting, covering 100 percent of the PA/ED and PS&E phases. Consequently, staff is requesting that the City Council accept the Measure M grant and approve the Funding Agreement between Metro and the City of Carson. Upon approval, Project No. 1829: Olympics Ready ITS will be formally added to the City’s Capital Improvement Program (CIP), which is the City’s long-term plan for funding and delivering major infrastructure projects.

V. FISCAL IMPACT
The proposed Measure M Funding Agreement would allow the City to be reimbursed up to $750,000 for the planning and design phases of Project No. PW1829: Olympics Ready Intelligent Transportation Systems (ITS).

These early project phases include:

Project Approval and Environmental Document (PA/ED): This phase evaluates the project’s feasibility and environmental impacts, as required by law.

Plans, Specifications, and Estimates (PS&E): This phase prepares the detailed engineering drawings, technical requirements, and cost estimates needed before construction can begin.

The Los Angeles County Metropolitan Transportation Authority (Metro) has programmed $250,000 in Measure M funding for Fiscal Year (FY) 2025-26. If the proposed Funding Agreement is approved, $250,000.00 will be appropriated to the appropriate project expenditure and revenue accounts, as authorized under Resolution No. 25- 125, to support the PA/ED and PS&E work during the current fiscal year. The remaining $500,000 in Measure M grant funding will be programmed in FY 2026-27 as part of the City’s annual Capital Improvement Program (CIP) budget process to complete the remaining PA/ED and PS&E work. Approval of the proposed agreement does not require any General Fund contribution, as the project’s planning and design costs are fully funded by Measure M grant funds.

VI. EXHIBITS

1. Funding Agreement

2. Resolution No. 25-119

3. Resolution No. 25-125

4. Amended CIP

5. Location Map

Attachments
Exhibit 1 - Funding Agreement
Exhibit 2 - Resolution 25-119
Exhibit 3 - Resolution 25-125
Exhibit 4 - Amended CIP
Exhibit 5 - Location Map
FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 1 Measure M Funding Agreement – MSP

MEASURE M FUNDING AGREEMENT

MULTI-YEAR SUBREGIONAL PROGRAMS
This Funding Agreement (“FA”) is made and entered into effective as of November 1, 2025(“Effective Date”), and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Carson ("GRANTEE")for Carson “Olympics Ready” Smart Transportation Network Project, LACMTA Project ID# MM5507.24 and FTIP# LA9919482, (the "Project"). This Project is eligible for funding under Line 50 of the Measure M Expenditure Plan.

WHEREAS, LACMTA adopted Ordinance #16-01, the Los Angeles County Traffic Improvement Plan, on June 23, 2016 (the “Ordinance”), which Ordinance was approved by the voters of Los Angeles County on November 8, 2016 as “Measure M” and became effective on July 1, 2017.

WHEREAS, the funding set forth herein is intended to fund Project Approval/Environmental Document (PAED) and Plans, Specifications and Estimates (PS&E).

WHEREAS, the LACMTA Board, at its September 25, 2025 meeting, programmed $750,000, in Measure M Funds to GRANTEE for PAED and PS&E, subject to the terms and conditions contained in this FA; and
WHEREAS, the Funds are currently programmed as follows: $250,000 in Measure M Funds in Fiscal Years (FY) 2025-26; and $500,000 in Measure M Funds in FY 2026-27. The total designated for PAED and PS&E of the Carson “Olympics Ready” Smart Transportation Network Project is $750,000.

NOW, THEREFORE, the parties hereby agree as follows:

The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein:

1. Part I – Specific Terms of the FA

2. Part II – General Terms of the FA

3. Attachment A – Project Funding

4. Attachment B – Expenditure Plan- Cost & Cash Flow Budget

5. Attachment C – Scope of Work

6. Attachment D – Project Reporting and Expenditure Guidelines

7. Attachment D-1 – Intentionally omitted

8. Attachment D-2 – Quarterly Progress/Expenditure Report

9. Attachment E – Federal Transportation Improvement Program (FTIP) Sheet

10. Attachment F – Bond Requirements

11. Attachment G – Los Angeles County Regional ITS Architecture (CONNECT-IT) Consistency Self-Certification Policy Form

12. Attachment G-1 – Signal Synchronization, Intelligent Transportation Systems (ITS), and Transportation Technology Improvements

13. Any other attachments or documents referenced in the above documents FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 2 Measure M Funding Agreement – MSP
In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA.

FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 3 Measure M Funding Agreement MSP
IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below:

LACMTA:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: ________________________________________ Date: ____________________ Stephanie Wiggins
Chief Executive Officer
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: ________________________________________ Date: ____________________ Deputy
GRANTEE:

City of Carson
By: _______________________________________ Date: ____________________ Lula Davis-Holmes
Mayor
APPROVED AS TO FORM:

By: _______________________________________ Date: ____________________ Sunny Soltani
City Attorney
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FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 4 Measure M Funding Agreement – MSP
PART I

SPECIFIC TERMS OF THE FA

1. Title of the Project (the "Project"): Carson “Olympics Ready” Smart Transportation Network Project – Project Approval/Environmental Document (PAED), Plans, Specifications and Estimates (PS&E) of the Project. LACMTA Project ID# MM5507.24 FTIP# LA9919482.

2. Grant Funds:

2.1 Programmed Funds for this Project consist of Measure M Funds.

2.2 To the extent the Measure M Funds are available; LACMTA shall make to GRANTEE a grant of the Measure M funds in the amount of $750,000 (the “Funds”) for the Project. LACMTA Board of Directors’ action of September 25, 2025, granted the Measure M Funds for the Project. The Funds are programmed over two years for Fiscal Years (FY) 2025-26, and FY 2026-27.

3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Quarterly Progress/Expenditure Report.

GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter’s expenditures. LACMTA will withhold ‘ten percent (10%)’of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work.

5. Attachment Bis the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA’s Senior Executive Officer managing the Measure M Multi-Year Subregional Program in writing. If the LACMTA’s Senior Executive Officer managing the Measure M Multi-Year Subregional Program concurs with such updated Expenditure Plan in writing, Attachment B shall be replaced with the new Attachment B setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B as revised from time to time. Any change to the final milestone date must be made by a fully executed amendment to this FA.

6. Attachment Cis the “Scope of Work”. The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 5 Measure M Funding Agreement – MSP
Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits, if the Project is a capital project. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone date set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with the schedule and scope identified in this FA unless otherwise agreed to by the parties in writing in an amendment to this FA. If GRANTEE fails to meet milestones or fails to deliver the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9, 10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes and can show documentation acceptable to LACMTA supporting GRANTEE’s ability to make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Quarterly Progress/Expenditure Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Quarterly Progress/Expenditure Reports Attachment D-2. In no event can the final milestone date be amended by a Quarterly Progress/Expenditure Report.

8. Attachment Dis the “Project Reporting & Expenditure Guidelines”. GRANTEE shall complete the “Quarterly Progress/Expenditure Report”. The Quarterly Progress/Expenditure Report is attached to this FA as Attachment D-2 in accordance with Attachment D – Project Reporting and Expenditure Guidelines.

9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at https://programmetro.ecointeractive.com/secure2/login.asp. All projects that receive funding through Measure M must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed.

10. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes (collectively, the “Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE.

GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax-exemption of the interest, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 6 Measure M Funding Agreement – MSP
by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such Bonds’ tax status.

11. GRANTEE shall comply with the “Special Grant Conditions” attached asAttachment G, if any.

13. LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Shrota Sharma
LACMTA Project Manager
Mail Stop: 99-18-2
Phone: (213) 418-3058
Email: [email protected]

14. GRANTEE's Address:

City of Carson
701 E Carson Street
Carson, CA 90745
Attention: Ian Holst
Associate Civil Engineer
Phone: (310) 830-7600
Email: [email protected]
FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 7 Measure M Funding Agreement – MSP

PART II

GENERAL TERMS OF THE FA

2. SUSPENSION OR TERMINATION
Should LACMTA determine there are insufficient Measure M Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary to: (i) return any facilities modified by the Project construction to a safe and operable state; and (ii) suspend or terminate the construction contractor’s control over the Project. LACMTA’s share of these costs will be consistent with the established funding percentages outlined in this FA.

3. INVOICE BY GRANTEE
Unless otherwise stated in this FA, the Quarterly Progress/Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre-approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre-approved Quarterly Progress/Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Accounts Payable Department as shown below.

Submit invoice with supporting documentation to:

[email protected](preferable)
or
mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
All invoice material must contain the following information:

Re: LACMTA Project ID# MM5507.24 and FA# 9200000000M550724 [Shrota Sharma; Mail Stop 99-18-2]
FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 8 Measure M Funding Agreement – MSP

4. USE OF FUNDS

4.1 GRANTEE shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines, the specifications for use for the transportation purposes described in the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures.

4.7 If the Project requires the implementation of an Intelligent Transportation Systems (“ITS”) project, GRANTEE shall ensure the Project is consistent with FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 9 Measure M Funding Agreement – MSP
the Regional ITS Architecture. Attachment G, the Los Angeles County Regional ITS Architecture (CONNECT-IT) Consistency Self-Certification Form, must be completed and signed for planned ITS projects and/or ITS projects that use local, state, or federal funds programmed or administered through LACMTA. Refer towww.laconnect-it.com to find information about the CONNECT-IT Service Packages.

For the parking policy, see
http://media.metro.net/projects_studies/call_projects/images/09%20Appendix%20D%20Pa rking%20Policy.pdf

The link to the portal can be found athttp://media.metro.net/uploads/EBB/Vendor Portal Registration.pdf. GRANTEE must provide detailed supporting documentation with its Quarterly Progress/Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter’s payment.

6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS

6.1 GRANTEE shall submit the draft of Quarterly Progress/Expenditure Report (Attachment D-2) within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre-approval of the applicable report. LACMTA Project Manager shall review and respond in writing to the draft Quarterly Progress/Expenditure Report within thirty (30) calendar days from receipt. Grantee shall submit the LACMTA pre-approved Quarterly Progress/Expenditure Report no later than five (5) days after receipt of LACMTA’s written approval. Should GRANTEE fail to submit either the draft or pre-approved reports within five (5) days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Quarterly Progress/Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, GRANTEE will still be required to submit the Quarterly Progress/Expenditure Reports indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then GRANTEE can submit such an invoice once per month with supporting documentation. Expenses that are not invoiced to LACMTA Accounts Payable FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 10 Measure M Funding Agreement – MSP
within ninety (90) days after the lapsing date specified in Part II, Section 9.1 below are not eligible for reimbursement.

6.3 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre- award audits, performance audits and final audits. LACMTA will commence a final audit within six (6) months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review).

6.5 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 6, paragraphs 6.3 and 6.4 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project.

FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 11 Measure M Funding Agreement – MSP

6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all GRANTEE’s records and its contractors related to the Project, and shall be allowed to interview any employee of GRANTEE and its contractors through final payment to the extent reasonably practicable.

6.8 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service (IRS), as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates.

6.9 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures. GRANTEE shall cooperate with LACMTA Management Audit Services Department such that LACMTA can meet its obligations under the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures.

7. GRANT
This is a one-time only grant of the Measure M Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA.

8. SOURCES AND DISPOSITION OF FUNDS
FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 12 Measure M Funding Agreement – MSP

8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure M Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA.

8.2 GRANTEE shall fully fund and contribute the GRANTEE Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project.

8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2.

8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein.

8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, GRANTEE Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee within the subregion in accordance with the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher.

9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS

9.1 GRANTEE must demonstrate timely use of the Funds by:
(i) Executing this FA withinninety (90) daysof receiving formal transmittal of the FA from LACMTA, or by December 31 of the FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 13 Measure M Funding Agreement – MSP
first Fiscal Year in which the Funds are programmed, whichever date is later; and
(i) Beginning Project Design, Preliminary
Engineering-(PE) withinsix (6) months
from completion of environmental
clearance, if appropriate.
(ii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in
Attachment C of this FA; and
(iii) Submitting the Quarterly Progress/Expenditure Reports as described in Part II, Section 6.1 of this FA; and
(iv) Expending the Funds granted under this FA for allowable costs within three years or 36 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY 2025-26 are subject to lapse by June 30, 2028. All Funds programmed for FY 2026-27 are subject to lapse by June 30, 2029.

9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1of this FA, the Project will be reevaluated by LACMTA as part of its Annual Update process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance, the Guidelines and the Multi- Year Subregional Programs Administrative Procedures. In the event that all the Funds are reprogrammed, this FA shall automatically terminate.

11. REMEDIES

11.1 In the event of a Default by GRANTEE, LACMTA shall provide written notice of such Default to GRANTEE with a 30-day period to cure the Default. In the event GRANTEE fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity.

11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 14 Measure M Funding Agreement – MSP
directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE.

11.3 The remedies described herein are non-exclusive. LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.

12. COMMUNICATIONS

FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 15 Measure M Funding Agreement – MSP

13. OTHER TERMS AND CONDITIONS

13.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto FTIP #: LA9919482
Subregion ID: South Bay
Project ID#: MM5507.24
FA# 9200000000M550724
Rev: 05.20.2025 16 Measure M Funding Agreement – MSP
shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this FA.

13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns.

13.11 GRANTEE will advise LACMTA prior to any key Project staffing changes. Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address or contact person.

SOURCES OF FUNDS Prior Years FY2024-25 FY2025-26 FY2026-27 FY2027-28 FY2028-29 Total Budget % of Budget

LACMTA PROGRAMMED FUNDING
MEASURE M MSP FUNDS $250,000 $500,000 750,000$
SUM PROG LACMTA FUNDS -$ -$ 250,000$ 500,000$ -$ -$ 750,000$ 100% OTHER NON LACMTA FUNDING:

LOCAL: -$ 0%
STATE: -$ 0%
FEDERAL: -$ 0%
PRIVATE OR OTHER: -$ 0% SUM NON-LACMTA FUNDS -$ -$ -$ -$ -$ -$ -$ 0 TOTAL PROJECT FUNDS -$ -$ 250,000$ 500,000$ -$ -$ 750,000$ 100%

ATTACHMENT A - PROJECT FUNDING
Measure M MSP - South Bay Highway Operational Improvements Program - Funding Agreement Project - FA#: 9200000000M550724 Project Title: Carson "Olympics Ready" Smart Transportation Network Project Project ID#: MM5507.24

PROGRAMMED BUDGET - SOURCES OF FUNDS

03.01.19 Measure M Funding Agreement - MSP
Attachment A - Project Funding
SOURCES OF FUNDS FY 2025-26
Qtr 1
FY 2025-26
Qtr 2
FY 2025-26
Qtr 3
FY 2025-26
Qtr 4
FY 2026-27
Qtr 1
FY 2026-27
Qtr 2
FY 2026-27
Qtr 3
FY 2026-27
Qtr 4
TOTAL
BUDGET
LACMTA PROGRAMMED FUNDS:

MEASURE M MSP FUNDS:

Planning Activities/Prog Dev $0
Environmental $125,000 $125,000 $250,000
Design and PS&E $250,000 $250,000 $500,000
Right-of-Way Acquisition $0
Construction $0
Vehicle Purchase $0
Others $0
Total Measure M $0 $0 $125,000 $125,000 $250,000 $250,000 $0 $0 $750,000 SUM PROG LACMTA FUNDS: $0 $0 $125,000 $125,000 $250,000 $250,000 $0 $0 $750,000 SUM NON-LACMTA FUNDS : $0 $0 $0 $0 $0 $0 $0 $0 $0

PROJECT FUNDINGPROJECT FUNDING
FY2025-26 and FY2026-27 $0 $0 $125,000 $125,000 $250,000 $250,000 $0 $0 $750,000 TOTAL LACMTA FUNDS $0 $0 $125,000 $125,000 $250,000 $250,000 $0 $0 $750,000 TOTAL NON-LACMTA FUNDS $0 $0 $0 $0 $0 $0 $0 $0 $0
TOTAL PROJECT FUNDING $0 $0 $125,000 $125,000 $250,000 $250,000 $0 $0 $750,000

ATTACHMENT B - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure M MSP - South Bay Highway Operational Improvements Program Program - Funding Agreement Project - FA#: 9200000000M550724 Project Title: Carson "Olympics Ready" Smart Transportation Network Project Project ID#: MM5507.24

PROGRAMMED SOURCES OF FUNDS

09.10.19 1 of 1
Measure M Funding Agreement - MSP
Attachment B - Expenditure Plan
FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 1 Measure M Funding Agreement –MSP
Attachment C –Scope of Work

ATTACHMENT C

SCOPE OF WORK

CAPITAL PROJECT
PROJECT TITLE:

Carson "Olympics Ready" Smart Transportation Network Project PROJECT LOCATION:

The project is located at various locations along the Games Route Network (GRN) and Games Enhanced Transit Network (GETS), and surrounding the Games Venue at California State University, Dominguez Hills (CSUDH) in the City of Carson.

PROJECT LIMITS:

The project limits are:
 Avalon Blvd, between University Dr and Albertoni St
 Central Ave, between University Dr and Aspen Hill Rd
 University Dr, between Avalon Blvd and Central Ave
 Victoria Ave, between Figueroa St and Central Ave
 Albertoni St, between Broadway and Avalon Blvd
NEXUS TO HIGHWAY OPERATION, DEFINITION/PROJECT PURPOSE:

The purpose of this project is to improve traffic and transit operations within the anticipated routes for the GRN and GETS, to improve the pedestrian and bicycle experience, and enhance safety in the subject corridors.

PROJECT BACKGROUND:

City of Carson is confirmed as a Venue City for the 2028 Olympic and Paralympic Games, and will host several events on the CSUDH campus (at Dignity Health Sports Complex, which is also the home field for LA Galaxy Major League Soccer). However, City of Carson is currently operating an aging and unreliable traffic signal infrastructure that has two-way communication only by wireless radio. Many of our signals along these networks and around the Olympic game venues are 30-40 years old, lacking modern controllers, safety enhancements, and ADA compliance. The purpose of this project is to elevate these corridors and venue area up to modern expectations for a world- class event, while installing infrastructure that also serves regular transportation needs for years to come at this major venue.

City of Carson is currently in the process of designing and constructing a Traffic Management Center (TMC) and recently completed a major renovation of the Emergency Operations Center (EOC) at City Hall. Carson is also converting Carson Street between I-110 and I-405 freeways to a “smart corridor” which will include CCTV enhanced video detection, dynamic communications with state-of-the-art traffic controllers and firmware, along a fiberoptic network and installation of an advanced traffic management system (ATMS). The future TMC and ATMS are intended to supplement contract services currently performed by County of Los Angeles for management and FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 2 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
maintenance of our traffic signal network, and allow the City to detect and respond to incidents or service problems more rapidly. The proposed project would expand that capability to include the future venue area and major routes to and from major interchanges. The City would leverage our proposed broadband network buildout (not a part of this project, to be completed by others prior to the 2028 Games) for high bandwidth communications between most signals and the TMC, following the path set forth by our approved Broadband Implementation Plan. Although the Broadband network buildout is not a part of this project, should the broadband buildout not be completed in time for the 2028 Games, a 5G solution will be implemented in the interim while the City builds out its other broadband laterals, to provide reliable high bandwidth connectivity between each signal and the County and City TMCs. For signals not along a planned Broadband fiberoptic interconnect, a 5G router will be installed to provide high bandwidth connectivity.

The proposed project also includes installation of up to four (4) permanent Changeable Message Signs (CMS), for dynamic messaging relating to unanticipated situations during the Games. This project will also lay the groundwork for Metro (in coordination with other transit agencies such as Long Beach Transit, Torrance Transit, and Carson Circuit) to operate dynamic informational kiosks displaying real-time transit information, in support of a semi-permanent (e.g., a proposed future “Kit of Parts”) or permanent solution to be in place during the 2028 Games. This objective also includes connectivity and system integration with Carson’s Victoria Transit Center, currently in design and slated for completion by 2027. Finally, the proposed project is intended to provide seamless security monitoring capability along the public right of way surrounding and leading to major entry points for the Games venue, for use by Carson Public Safety, Los Angeles County Sheriff Department, and Federal law enforcement that will be in command of public safety during the Games.

The exact scope of this project will be studied and finalized as part of the PA/ED and PS&E process. Project scope will be adjusted as needed to account for future opportunities (e.g., technology advancements, synergies with other projects) and available construction budget and/or future grant opportunities. It is also assumed that no right of way will be required for this project.

There is a small possibility of necessary utility relocations for CIDH foundations (signal poles and CMS), which will be identified early in the design process.

PROJECT BUDGET:

COMPONENT AMOUNT
PA/ED $250,000
PS and E $500,000
Total Budget $750,000
PROJECT FUNDING:

PHASE
LACMTA –

MEASURE M FUNDS

LOCAL AGENCY
(IF ANY) TOTAL
PA/ED $250,000 $250,000
PS and E $500,000 $500,000
TOTAL BUDGET COST $750,000 $750,000
FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 3 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
SCOPE:

Project scope consists of the following (see project map for illustration):
 CCTV (PTZ cameras and omnidirectional cameras for redundancy) at the following locations:
o Existing traffic signals

1. Main St & Albertoni St

2. Broadway & Albertoni St

3. Avalon Blvd & Albertoni St

4. Avalon Blvd & Victoria Ave

5. Figueroa St & Victoria Ave / 190 th St (joint jurisdiction with City of Los Angeles)

6. Main St & Victoria Ave

7. Broadway & Victoria Ave

8. Avalon Blvd & 184 th St / Dignity Health Sports Park

9. Avalon Blvd & University Dr / 189 th St

10. Toro Center Dr / Tamcliff Ave & Victoria Ave

11. Central Ave & Victoria Ave

12. Central Ave & Glenn Curtiss St

13. Central Ave & University Dr
o New traffic signals

1. Central Ave & Charles Willard St / International Ave (near planned CSUDH parking garage and EV bus charging center)

2. Toro Center Dr & University Dr (approximate location near south entrance to CSUDH campus for buses, pending traffic study recommended location) o Supplemental locations

1. Between proposed traffic signal at Toro Center Dr & University Ave, and Central Ave & University Ave intersections (due to line of sight issues)  Fiberoptic drop cables: 23 locations (17 existing signals, 2 new signals, 1 supplemental CCTV location, Victoria Transit Center hub, 2 additional fiberoptic hubs/switches) o Existing signalized intersections with miscellaneous improvements

1. Fire Station 116 & Victoria Ave

2. Avalon Blvd & Harbor Village / Colony Cove

3. Wall St & Victoria Ave

4. Central Ave & Aspen Hill Rd
 Countdown pedestrian signal heads at existing signals: 12 heads  Changeable Message Signs (CMS): 4, at optimal locations TBD from traffic study  Audible pedestrian pushbuttons at existing signals: 48 APS units  Video Detection Systems at existing signals: 12 video/radar cameras  High-visibility crosswalks at existing signals: 22 crossings  Signal controller upgrades (including cabinet and service) at existing signals: 5 intersections  ADA-compliant curb ramps at existing signals: 7 intersections Update ATMS, video monitoring system to reflect additional ITS components FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 4 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
DESIGN:

I. Preliminary Design – “Project Report” as Final Work Product Tasks to be performed include, but are not limited to, the following:

A. Account for field visits of the project area to identify design issues. Record existing site conditions in photographs and/or video.

B. Read, review and understand all aspects and goals of Carson’s Broadband Implementation Plan, as these plans pertain to the extension of the fiberoptic interconnect network between City Hall and the Games Venue.

C. Provide a complete survey of the project area as necessary, establishing horizontal and vertical control for the project. Mapping shall include topographic features at appropriate locations (e.g., curb ramps, CMS locations).

D. Traffic study to confirm needs surrounding Games Venue and routes between Games Venue and freeways, including the final GRN and GETS identified routes, temporary bus maintenance/charging/operator facilities, and final identified transit stops for buses.

E. Warrant analyses for new traffic signals, based on projected volumes from CSUDH redevelopment.

F. Identification of final CMS placement locations based on traffic study.

G. Identify and coordinate with all utilities in the project area to facilitate the final design of the Project.

H. Conduct potholing for signal pole and CMS locations.

I. Confirm no need for additional right of way, temporary construction easements, and/or Right of Entry process.

J. Confirm project will not require a SWPPP or erosion control plans.

K. Conduct preliminary Systems Engineering Feasibility Study, to ensure system satisfies project goals, provide adequate CCTV line of sight coverage, and compatibility with existing City, County, and Metro systems.

L. Prepare and submit a Report identifying the ultimate disposition of improvements, as well as the recommended ultimate repair strategy for. As part of the Report, the Consultant shall prepare and provide CAD drawings and/or exhibits showing proposed improvements, which shall include horizontal alignment, improvements, and drainage/BMP structures as appropriate. Right- of-way acquisitions and/or vacations shall be clearly identified.

M. Prepare and submit an Engineer’s construction cost estimate for all recommended improvements identified in the Report.

N. If necessary to minimize completion deadline risk, long lead items (e.g., new traffic signals, CMS) will be split into a separate procurement package.

II. Environmental Analysis
Tasks to be performed include, but are not limited to, the following:

A. Conduct the required technical analysis for the project.

B. Prepare the CEQA CE.

III. Final Design – Plans, Specifications and Estimates FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 5 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
Tasks to be performed include, but are not limited to, the following:

A. Design the ultimate placement of project improvements, based on the City reviewed “Project Report”.

B. Prepare civil roadway plans for the required improvements, consistent with City format. At a minimum, the plan set shall include (as appropriate): Title Sheet, Site Plan, General Construction Notes, Horizontal Control, Typical Sections and Details, Plan and Profile, Drainage/BMP Structure(s) Details, Traffic Striping/Signage/Signal Plans, Street Lighting/Electrical, Bike Lane Plans, and Median/Landscaping Plans (if necessary).

C. Submittal of plan set shall be delivered at 60% and 90% complete and final (five (5) sets per submittal). When project is complete, the Consultant shall provide AutoCAD files for all plan sheets.

D. Assist the City for the Community Information Workshop after the 90% submittal by preparing exhibits and attending workshop.

E. Prepare construction specifications consistent with City format (SSPWC “Greenbook” APWA, current edition with updates.)
F. Prepare equipment specifications for ITS components, to be consistent with intended functionality and compatibility with Carson’s TMC/ATMS, including County of LA and Metro requirements.

G. Submittal of specifications shall be delivered to the City at 90% complete and final. When project is complete, the Consultant shall provide a digital file of specification package in Microsoft Word format for Windows.

H. Prepare an engineer’s construction cost estimate based on the itemized quantity take-off from the contract documents.

I. Submittal of the engineer’s construction cost estimate shall be delivered to the City at 90% complete and final in a spreadsheet format.

IV. Project Management and Preparation of Periodic Updated Schedule, Deliverables and Meetings
Tasks to be performed include, but are not limited to, the following:

A. Meet as needed with the City to accomplish Project tasks as outlined. Meetings expected between the Consultant and City, shall be and not be limited to: Project Kick-off Meeting, presentation of “Summary Letter Report”, progress meetings and preparation for the Community Information Workshop at 90% design completion.

B. Provide periodic schedule updates on deliverables and meetings as changes to original schedule occur or as needed based on the needs of the project.

FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 6 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
MILESTONES: The implementation schedule for this project will be as follows.

START DATE COMPLETION DATE

SOLICITATION (BID/PROPOSAL)
Develop Solicitation Package 12/31/2025 1/30/2026
Solicitation Response 1/30/2026 3/1/2026
Evaluations 3/1/2026 3/16/2026
Selection 3/16/2026 3/31/2026
Board Approval 3/31/2026 4/15/2026
Contract Award 4/15/2026 4/30/2026
Fully Executed Contract 4/30/2026 5/15/2026

PLANNING
Prepare Concept Report 5/15/2026 6/14/2026
Prepare Feasibility Study 5/15/2026 6/14/2026
Prepare Project Study Report 5/15/2026 6/14/2026
Intelligent Transportation System (ITS)
Feasibility Study 5/15/2026 6/14/2026
Concept Exploration 5/15/2026 6/14/2026

PRELIMINARY DESIGN
Prepare Detailed Design Plans 6/28/2026 7/28/2026
Prepare Detailed Construction Plans 6/28/2026 7/28/2026 Prepare Project Cost Estimate 6/28/2026 7/28/2026
Intelligent Transportation System (ITS)
Concept of Operations 6/28/2026 7/28/2026
System Requirements 6/28/2026 7/28/2026
PA&ED
Prepare Environmental Document
Document Type: CE____________
3/1/2026 6/30/2026
Secure Project Approval 5/1/2026 5/31/2026
Intelligent Transportation System (ITS)
Categorical Exemption Filing 6/1/2026 6/30/2026
Insert other PAED milestones
PS&E
35% PS&E
Preliminary Investigations 8/27/2026 9/11/2026
Geometric Drawings 9/11/2026 9/26/2026
Utilities 8/27/2026 9/26/2026
Estimating 9/11/2026 9/26/2026
Civic Design 9/11/2026 9/26/2026
Intelligent Transportation System (ITS)
Detailed Design 9/11/2026 9/26/2026
ITS Drawings 9/11/2026 9/26/2026
System Plans 9/11/2026 9/26/2026
Communications Plans 9/11/2026 9/26/2026
Systems Integrations Plans 9/11/2026 9/26/2026
Software Specifications 9/11/2026 9/26/2026
Project Review & Comments 9/26/2026 10/26/2026
65% PS&E
Civil Design Plans 10/26/2026 11/10/2026
Right-of-Way Engineering 10/26/2026 11/10/2026
Structural Design 10/11/2026 11/10/2026
Prepare Project Cost Estimate 10/11/2026 11/10/2026
Intelligent Transportation System (ITS
FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 7 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
Detailed Design 10/11/2026 11/10/2026
ITS Drawings 10/11/2026 11/10/2026
System Plans 10/11/2026 11/10/2026
Communications Plans 10/11/2026 11/10/2026
Systems Integrations Plans 10/11/2026 11/10/2026
Equipment Specifications 10/11/2026 11/10/2026
Software Specifications 10/11/2026 11/10/2026
Project Review & Comments 11/10/2026 12/10/2026
95% PS&E
Civil Design Plans 12/10/2026 12/25/2026
Structural Design 12/10/2026 12/25/2026
Intelligent Transportation System (ITS)
Detailed Design 12/10/2026 12/25/2026
ITS Drawings 12/10/2026 12/25/2026
System Plans 12/10/2026 12/25/2026
Communications Plans 12/10/2026 12/25/2026
Systems Integrations Plans 12/10/2026 12/25/2026
Equipment Specifications 12/10/2026 12/25/2026
Software Specifications 12/10/2026 12/25/2026
Submittals & Reviews
Submit Final PS&E 12/31/2026 12/31/2026
Outside Agency Review 11/10/2026 12/31/2026

RIGHT OF WAY ACQUISITION
Utility Relocation
Third Party Coordination 10/1/2026 12/31/2026
FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
Funding Agreement#: 9200000000M550724
Rev. 06.27.24 8 Measure M Funding Agreement –MSP
Attachment C –Scope of Work
ATTACHMENT C - Location Map(s):

12.06.19 Measure M Funding Agreement –MSP
Attachment D –Reporting Guidelines
1 FA ATTACHMENT D

PROJECT REPORTING & EXPENDITURE GUIDELINES

REPORTING PROCEDURES
 Quarterly Progress/Expenditure Report (Attachment D2) are required for all projects.

The GRANTEE shall be subject to and comply with all applicable requirements of the funding agency regarding project-reporting requirements. In addition, GRANTEE will submit the Quarterly Expenditure Report to the LACMTA, after receiving LACMTA Project Manager’s acceptance of the draft report, at
[email protected] or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. O. Box 512296, Los Angeles, California 90051-0296. Please note that letters or other forms of documentation may not be substituted for this form.
 The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that GRANTEE provides complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project.
 In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided.  GRANTEE is required to track and report on the project schedule. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter.
 The draft Quarterly Expenditure Report is due to the LACMTA as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year:

Upon completion of the Project a final report that includes project’s final evaluation must be submitted.

12.06.19 Measure M Funding Agreement –MSP
Attachment D –Reporting Guidelines
2 EXPENDITURE GUIDELINES
 Any activity or expense charged above and beyond the approved Scope of Work (FA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.
 Any expense charged to the grant must be clearly and directly related to the project.  Administrative cost is the ongoing expense incurred by the GRANTEE for the duration of the project and for the direct benefit of the project as specified in the Scope of Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project.  LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the FA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.

Invoice #
QUARTERLY PROGRESS/EXPENDITURE REPORT Invoice Date
FA#
Quarterly Report #

GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO
[email protected]
or submit by mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, California 90051-0296
Please note that letters or other forms
of documentation may not be substituted for this form. Refer to the Reporting and Expenditure Guidelines (Attachment D) for further information.

Please itemize grant-related charges for this Quarter on Page 5 of this report and include totals in this Section.

Retention Amount
This Quarter Expenditure
Project Quarter Expenditure
Net Invoice Amount (Less
Retention)
LACMTA Measure M MSP Grant $
Grantee To Complete
LACMTA FA MEASURE M ATTACHMENT D-2
SECTION 1: QUARTERLY EXPENSE REPORT
Total Project Budget
Project-to-Date Expenditure
Funds Expended to Date (Include
this Quarter)
9200000000M550724
Balance Remaining
% of Project Budget Expended to
Date

12.06.19 1
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
PROJECT TITLE:

QUARTERLY REPORT SUBMITTED FOR:

Fiscal Year : 2018-19 2019-20 2020-21
2021-22 2022-23 2023-24
Quarter : Q1: Jul - Sep Q2: Oct - Dec
Q3: Jan - Mar Q4: Apr - Jun
DATE SUBMITTED:

Measure M Multi-Year Subregional Program Type:

Phone Number:

E-mail:

Mailing Address:

City / Agency:

Department:

SECTION 2: GENERAL INFORMATION
Contact Name:

Job Title:

Name:

FA #:

LACMTA Project Manager
E-mail:

Grantee Contact / Project
Manager
Phone Number:

12.06.19 2
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
Start Date End Date
Ground Breaking Event
On schedule per original FA schedule Less than 12 months behind original schedule Between 12-24 months behind original schedule More than 24 months behind original schedule Yes No Not Applicable
Yes No Not Applicable

2. PROJECT COMPLETION
Others
Vehicle Purchase
B. Was the project design started within 6 months of the date originally stated in the FA? C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications? Environmental
End Date

1. DELIVERABLES & MILESTONES
Original FA Schedule in Scope of Work
List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN IN THE 2ND AND 3 RD COLUMNS BELOW.

Grantees must make every effort to accurately portray milestone dates in the original FA Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from those stated in the Original FA Scope of Work, indicate the new dates under Actual Schedule below and re- calculate the project duration. However, this does not change the original milestones in your FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE.

Right-of-Way Acquisition
Actual Schedule
Total Project Duration (Months)
Ribbon Cutting Event
A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) :

Start Date
Construction
Design
FA Milestones
SECTION 3 : QUARTERLY PROGRESS REPORT

12.06.19 3
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
If project is delayed, describe reasons for delay (this quarter). Pay particular attention to schedule delays. If delay is for the same reason as mentioned in previous quarters, please indicate by writing "Same as Previous Quarter".

5. ACTION ITEMS TO RESOLVE DELAY

4. PROJECT DELAY

3. TASKS / MILESTONES ACCOMPLISHED
If the project is delayed (as described in #4), include action items that have been, or will be, undertaken to resolve the delay.

List tasks or milestones accomplished and progress made this quarter.

6. UPCOMING QUARTERLY TASKS / MILESTONES
List tasks or milestones expected to be accomplished next quarter.

7. PLAN EXPENDITURES
Provide expected expenditures (estimated) for next quarter.

12.06.19 4
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report

12.06.19 5
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
1 2
3 4
5 6
7 8
9 10
11 12
13 Invoice Payment Information:

Signature Date
Name Title
LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must register in LACMTA's iSupplier portal and submit an application before grant payments can be made. The link to the portal can be found at http://media.metro.net/uploads/EBB/Vendor Portal Registration.pdf.

Written exception requests for Check Payments should be completed and emailed to Accounts Payable at [email protected].
stated in this report is true and correct.
and that to the best of my knowledge and belief the information I certify that I am the responsible Project Manager or fiscal officer and representative of All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the Invoice Number column of the Itemized Listing (above).

Note:
-$TOTAL
SECTION 4. ITEMIZED LISTING OF EXPENSES AND CHARGES THIS QUARTER INVOICE #
All expenses and charges must be itemized and listed below. Each item listed must be verifiable by an invoice and/or other proper documentation.

The total amounts shown here must be equal to this quarter’s expenditures listed on page 1 of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the FA Attachment B, Scope of Work. Use additional pages if needed.

TOTAL EXPENSES CHARGED TO LACMTA MEASURE

M GRANT
Invoice
Reference
Pg(s)
ITEM

12.06.19 6
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
Los Angeles Metropolitan Transportation Authority
2025 Federal Transportation Improvement Program ($000)
LA9919482TIP ID Implementing Agency Carson, City of
SCAG RTP Project #:

Conformity Category:

Project Description: Carson is a Venue City for the 2028 Olympic and Paralympic Games. However, Carson is currently operating an aging and unreliable traffic signal infrastructure that has 2-way communication only by radio. Signals along these networks are 30-40 years old. The purpose of this project is to elevate these corridors and Venue area up to modern expectations for a world-class event, while installing infrastructure that also serves regular transportation needs for years to come at this major venue.

Study:N/A Is Model: Model #:

PM: Ian Holst - (310)847-3539
LS: N LS GROUP#:

PPNO:EA #:

Program Code: ITS14 - VAR TRAFIC OP SYS ELE (ITS05 TO ITS13) Stop Loc:

Air Basin: SCAB Envir Doc: CATEGORICAL EXEMPTIONS -- CEQA - 06/30/2026
Uza: Los Angeles-Long
Beach-Santa Ana
Sub-Area: Sub-Region:

CTIPS ID:

Lane # Extd: Lane # Prop: Imprv Desc:

Hov acs eg loc: Toll Rate:

0.00 Toll Colc Loc: Toll Method:

System :Local Hwy Completion Date 12/31/2027Phase: Distance: Postmile: Route :

PRIOR PROG TOTAL BEYONDPHASE 29/3028/2927/2826/2725/2624/25 $500 $250 $750 PEMeasure M
CON
RW
SUBTOTAL $750 $500 $250
$0 $0 $0
$0 $0 $0
$250 $500 TOTAL
TOTAL PE: $750 TOTAL RW: $0 TOTAL CON: $0
$750
TOTAL PROGRAMMED: $750
- General Comment:
- Modeling Comment:
- TCM Comment:
- Amendment Comment:
- CMP Comment:
- Narrative:

Change reason:NEW PROJECT Total Project CostLast Revised Amendment 25-18 - Submitted $750 1Page Tuesday, September 30, 2025
FTIP #: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
FA# 9200000000M550724

03.01.19 Measure M FA - MSP
Attachment F Bond Requirements
1 ATTACHMENT F

GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components.

GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by LACMTA in consultation with its bond counsel.

GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations.

Rev: 04.28.2020 1 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MM5507.24
FA# 9200000000M550724

ATTACHMENT G

SPECIAL GRANT CONDITIONS

LOS ANGELES COUNTY REGIONAL ITS ARCHITECTURE (CONNECT-IT)

CONSISTENCY SELF-CERTIFICATION POLICY FORM

1. Project Title: “Olympics Ready” Smart Transportation Network Project

2. Name of Sponsoring Agency: City of Carson

3. Contact Name: Ian Holst

4. Contact Phone: 310-830-7600

5. Contact Email: [email protected]

6. Project Description:

City of Carson is confirmed as a Venue City for the 2028 Olympic and Paralympic Games, and will host several events on the CSUDH campus (at Dignity Health Sports Complex, which is also the home field for LA Galaxy Major League Soccer). However, Carson is currently operating an aging and unreliable traffic signal infrastructure that has 2-way communication only by wireless radio. Many of our signals along these networks and around the Olympics venue are 30-40 years old, lacking modern controllers, safety enhancements, and ADA compliance. The purpose of this project is to elevate these corridors and Venue area up to modern expectations for a world-class event, while installing infrastructure that also serves regular transportation needs for years to come at this major venue.

7. Identify the ITS elements being implemented and the relevant CONNECT-IT Service Package(s), see Exhibit A.

TM01, Infrastructure-Based Traffic Surveillance
TM03, Traffic Signal Control
TM06, Traffic Information Dissemination
TM07, Regional Traffic Management
TM08, Traffic Incident Management System
TM09, Integrated Decision Support and Demand Management

8. Outline of the concept of operations for the project.

This project would expand the capability of the City’s Traffic Management Center (TMC) and Advanced Traffic Management System to include the area surrounding Dignity Health Sports Complex, a 2028 Olympics and Paralympics venue, and the major routes to and from major interchanges. This would supplement services currently performed by County of Los Angeles for management and maintenance of our traffic signal network, allowing for the

Rev: 04.28.2020 2 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MM5507.24
FA# 9200000000M550724
City to detect and respond to incidents or service problems more rapidly. This project would leverage the Broadband Network buildout (completed as a separate project prior to 2028) for high bandwith communications between additional key traffic signals and the TMC. The project also includes installation of up to 4 permanent Changeable Message Signs for dynamic messaging relating to unanticipated situations during the Olympics and Paralympics.

This project will also lay the groundwork for Metro (in coordination with other transit agencies such as Long Beach Transit, Torrance Transit, and Carson Circuit) to operate dynamic informational kiosks displaying real-time transit information, in support of a semi- permanent (e.g., a proposed future “Kit of Parts”) or permanent solution to be in place during the 2028 Games. This objective also includes connectivity and system integration with Carson’s Victoria Transit Center, currently in design and slated for completion by 2027.

Finally, the proposed project is intended to provide seamless security monitoring capability along the public right of way surrounding and leading to major entry points for the Games venue, for use by Carson Public Safety, Los Angeles County Sheriff Department, and Federal law enforcement that will be in command of public safety during the Games.

9. Identify participating agencies roles and responsibilities.

The City of Carson is the lead agency and coordinates PS&E, construction bidding, construction, and closeout (only PS&E is currently part of this funding agreement scope).

LACMTA is providing funding for the project and will be able to utilize the system once complete.

By signing and self-certifying this form, the agency commits itself to follow the ITS requirements listed below during project design and implementation. Please be advised that your project may be subject to further review and documentation by Metro and the CONNECT-IT Maintenance Team during project design and implementation phases:

• Perform a lifecycle analysis for the ITS project elements and incorporate these costs into the Operations and Maintenance plan as part of the system engineering process, • Maintain and operate the system according to the recommendations of the operations and Maintenance plan upon project completion,
• Use the systems engineering process and document the system engineering steps, and • Use the CONNECT-IT interface standards, if required, and conform to the regional configuration management process.

Signature:

Rev: 04.28.2020 3 FA Measure R Hwys Gen Attachment G Special Grant Conditions
FTIP#: _________
Subregion ID: South Bay
Project#: MM5507.24
FA# 9200000000M550724
_______________________________________________________ _____________________ Agency Representative Date
Ian Holst, PE
9/11/25

Rev: 04.28.2020 4 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MM5507.24
FA# 9200000000M550724
Exhibit A
Architecture Reference for CONNECT-IT Service Packages

Rev: 04.28.2020 5 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MM5507.24
FA# 9200000000M550724
Service Package Area Short Name Name
PS08 Roadway Service Patrols
PS10 Wide-Area Alert
PS11 Early Warning System
PS12 Disaster Response and Recovery
PS13 Evacuation and Reentry Management
PS14 Disaster Traveler Information
Public Transportation PT01 Transit Vehicle Tracking
PT02 Transit Fixed-Route Operations
PT03 Dynamic Transit Operations
PT04 Transit Fare Collection Management
PT05 Transit Security
PT06 Transit Fleet Management
PT07 Transit Passenger Counting
PT08 Transit Traveler Information
PT09 Transit Signal Priority
PT10 Intermittent Bus Lanes
PT11 Transit Pedestrian Indication
PT14 Multi-modal Coordination
PT16 Route ID for the Visually Impaired
PT17 Transit Connection Protection
PT18 Integrated Multi-Modal Electronic Payment
Support SU01 Connected Vehicle System Monitoring and Management SU02 Core Authorization
SU03 Data Distribution
SU04 Map Management
SU05 Location and Time
SU06 Object Registration and Discovery
SU07 Privacy Protection
SU08 Security and Credentials Management
SU09 Center Maintenance
SU10 Field Equipment Maintenance
SU11 Vehicle Maintenance
SU12 Traveler Device Maintenance
Sustainable Travel ST01 Emissions Monitoring
ST02 Eco-Traffic Signal Timing
ST03 Eco-Traffic Metering
ST04 Roadside Lighting
ST05 Electric Charging Stations Management
ST06 HOV/HOT Lane Management
ST08 Eco-Approach and Departure at Signalized Intersections ST09 Connected Eco-Driving
Traffic Management TM01 Infrastructure-Based Traffic Surveillance

Rev: 04.28.2020 6 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MM5507.24
FA# 9200000000M550724
Service Package Area Short Name Name
TM02 Vehicle-Based Traffic Surveillance
TM03 Traffic Signal Control
TM04 Connected Vehicle Traffic Signal System
TM05 Traffic Metering
TM06 Traffic Information Dissemination
TM07 Regional Traffic Management
TM08 Traffic Incident Management System
TM09 Integrated Decision Support and Demand Management
TM10 Electronic Toll Collection
TM11 Road Use Charging
TM12 Dynamic Roadway Warning
TM13 Standard Railroad Grade Crossing
TM14 Advanced Railroad Grade Crossing
TM15 Railroad Operations Coordination
TM16 Reversible Lane Management
TM17 Speed Warning and Enforcement
TM19 Roadway Closure Management
TM20 Variable Speed Limits
TM21 Speed Harmonization
TM22 Dynamic Lane Management and Shoulder Use
Traveler Information TI01 Broadcast Traveler Information TI02 Personalized Traveler Information
TI03 Dynamic Route Guidance
TI04 Infrastructure-Provided Trip Planning and Route Guidance TI05 Travel Services Information and Reservation
TI06 Dynamic Ridesharing and Shared Use Transportation
TI07 In-Vehicle Signage
Vehicle Safety VS01 Autonomous Vehicle Safety Systems
VS02 V2V Basic Safety
VS03 V2V Situational Awareness
VS04 V2V Special Vehicle Alert
VS05 Curve Speed Warning
VS08 Queue Warning
VS09 Reduced Speed Zone Warning / Lane Closure
VS10 Restricted Lane Warnings
VS11 Oversize Vehicle Warning
VS12 Pedestrian and Cyclist Safety
VS13 Intersection Safety Warning and Collision Avoidance VS14 Cooperative Adaptive Cruise Control
VS15 Infrastructure Enhanced Cooperative Adaptive Cruise Control VS16 Automated Vehicle Operations
VS17 Traffic Code Dissemination

Rev: 04.28.2020 7 FA Measure R Hwys Gen Attachment G Special Grant Conditions

FTIP#: _________
Subregion ID: South Bay

Project#: MM5507.24
FA# 9200000000M550724
Service Package Area Short Name Name
Note: CONNECT-IT service packages may differ from service packages identified in the National ITS Reference Architecture (ARC-IT). For any service packages not represented in CONNECT-IT, refer to ARC-IT by accessing www.arc-it.net. Contact the administrator at [email protected] for questions regarding CONNECT-IT.

Rev: 01.23.24 1 FA Measure R Hwys Gen Attachment G Special Grant Conditions
FTIP#: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
FA# 9200000000MM550724
ATTACHMENT G-1

SPECIAL GRANT CONDITIONS

SIGNAL SYNCHRONIZATION, INTELLIGENT TRANSPORTATION SYSTEMS (ITS),

AND TRANSPORTATION TECHNOLOGY IMPROVEMENTS

1. Grantee is required to attend the LACMTA Arterial ITS Committee Meetings quarterly.

2. Grantee shall coordinate with LA County Public Works when applicable and shall not advertise the Project for bid to begin construction before all affected agencies have fully executed an agreement regarding the maintenance and operation of traffic signal synchronization system(s) along multi-jurisdictional corridor(s). Grantee shall deliver or email a copy of the fully executed agreement to LACMTA within seven (7) days from the date of full execution.

5. For all central traffic control system projects, Grantee shall coordinate the system design through LACMTA staff to allow communication with the Regional Integration of ITS (RIITS) to facilitate multi‐jurisdictional traffic management and data sharing.

6. Grantee shall ensure Countywide Signal Priority (CSP) capabilities are maintained when Grantee’s Project is in an existing and planned CSP corridor.

7. Grantee shall ensure Integrated Corridor Management (ICM) capabilities are maintained when Grantee’s Project is in an existing and planned corridor.

8. Grantee shall make available all data from the Project, including, without limitation, improvements and inventory data, to LACMTA upon request.

Grantee shall:

Rev: 01.23.24 2 FA Measure R Hwys Gen Attachment G Special Grant Conditions
FTIP#: LA9919482
Subregion ID: South Bay
Project#: MM5507.24
FA# 9200000000MM550724
a. provide real-time traffic data from the Project, if available, tothe Regional Integration of ITS (RIITS)
b. allow for archiving through the Regional Integration of ITS (RIITS) Network or any regional ITS software to support regional transportation planning and operations
c. populate ITS Field Inventory Resource Sharing Tool (ITS FIRST) with data upon completion of project

9. Grantee shall ensure that the project uses a generally accepted system engineering approach to maintain the integrity and quality of completed projects.

10. Grantee’s project shall adhere to existing Metro guidelines for specific subprograms as applicable.

The obligations set forth in this section shall survive the expiration or termination of this Agreement.
01007.0006 2070214.1
RESOLUTION NO. 25-119

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARSON, CALIFORNIA, APPROVING MEASURE M
FUNDING AGREEMENT 9200000000M550724 FOR CARSON
“OLYMPICS READY” SMART TRANSPORTATION
NETWORK PROJECT, LACMTA PROJECT ID#MM 5507.24
AND FTIP# LA 9919482

WHEREAS, Los Angeles County Metropolitan Transportation Authority ( “LACMTA”) entered into the Measure M Funding Agreement dated November 1, 2025 (“Measure M Funding Agreement”), programming Measure M Funds to the City of Carson (“City”) for Carson “Olympics Ready” Smart Transportation Project, LACMTA Project ID# MM5507.24 and FTIP# LA9919482 (“Project”); and

WHEREAS, the LACMTA Board on June 23, 2016 approved and adopted Ordinance #16- 01, the Los Angeles County Traffic Improvement Plan as “Measure M” which became effective on July 1, 2017 to allow funding for Plans, Specifications and Estimates (PS&E) and Construction of the Project; and

WHEREAS, the funds are currently programmed as follows: $250,000 in Measure M funds in FY 2025- 26 and $500,000 in FY 2026- 27 as specified in the Measure M Funding Agreement; and

WHEREAS, approval of the Measure M Funding Agreement for the Project will permit the City to be reimbursed as specified in the agreement with LACMTA for the PS&E and Construction of the Project.

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

Section 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.

Section 2 . Approval of Measure M Funding Agreement. The City Council hereby approves the Measure M Funding Agreement for the Project, a copy of which is attached hereto as Exhibit “A” and incorporated herein by this reference and authorizes the Mayor to execute the same.

Section 3. Further Acts. The City Manager, Director of Public Works and City Clerk are hereby authorized and directed to execute such other documents and certificates, and to perform 01007.0006 2070214.1
such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized.

Section 4. Severability. The City Council declares that, should any provision, section, paragraph, sentence or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Resolution as hereby adopted shall remain in full force and effect.

Section 5. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

Section 6 . Effective Date. This Resolution shall be effective immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

01007.0006 2070214.1
PASSED, APPROVED, and ADOPTED this 6th day of January, 2026.

____________________________
Lula Davis-Holmes, Mayor

ATTEST:

_______________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

_______________________________
Sunny K. Soltani, City Attorney

01007.0006 2070214.1
EXHIBIT “A”

Measure M Funding Agreement

RESOLUTION NO. 25-125

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 2025-26 (FY25-26) budget on June 17, 2025 for the General Fund and Special Revenue Funds of the City via Resolution No. 25-076; and

WHEREAS, the City has been allotted a reimbursable Measure M grant from Los Angeles County Metropolitan Transportation Authority (LACMTA) in the amount of $750,000 for Capital Improvement Project PW1829 – Olympic Ready ITS with the full $750,000 designated for the Project Approval and Environemntal Document (PA/ED) and Plans, Specifications, and Estimates (PS&E); and

WHEREAS, Metro has allotted $250,000 in FY25-26 for the PA/ED and PS&E phases of PW1829; and

WHEREAS, staff desires to proceed with the PA/ED and PS&E phases of the project during the current FY25-26; and

WHEREAS, the Measure M funds for PW1829 were not allocated to the project expense account for FY 2025-26; and

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

Section 1. The following amendment(s) will be made to the City’s FY2025-26 budget to increase the project expenditure accounts by the reimbursable Metro Measure M funds.

Account Description Increase/(Decrease)
282-99-999-999-4513-PW1829 Measure M Subregional Revenue $250,000.00 282-80-820-904-8023-PW1829 CIP - Traffic Signal $250,000.00

Section 2. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY2025-26 budget on file, and effective as of January 6, 2026, the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 6
th day of January, 2026.

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 Ci ty of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 25-125 adopted by the City of Carson City Council at its meeting held on January 6, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMEBES:

ABSENT:

COUNCIL MEMBERS:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
FY2025-26 5-YEAR CAPITAL IMPROVEMENT PLAN
PHASE PROJ # TYPE PROJECT NAME DESCRIPTION Total Project Estimate FY25-26 Estimate FY26-27 Estima te FY27-28 Estimate FY28-29 Estimate FY29-30 Estimate 1 Construction PW0675 Roadways Sepulveda Blvd -Widening The project involves widening and improvement of the roadway and bridge along Sepulveda Blvd to provide three lanes of traffic in both directions, construction of new sidewalk, relocation of existing electrical poles, and modification of existing traffic 25,000,000$ 12,409,061 $ 13,102,001 $ - $ - $ -$ 1 Construction PW1368 Parks **Carriage Crest Park Expansion and Improvement Project Refurbish main building facility and develop the additional 10 acres leased from Sanitation District. The project will include extending existing parking lot, adding new parking lot, Dog park, and remote restroom on South East end of property. New playgr 23,468,092$ 22,058,539 $ - $ - $ - $ -$ 1 Construction PW1393-4 Roadways Main Street Improvement from Carson St to Victoria Citywide Annual Overlay Program - Main Street - Carson to Victoria. The project includes grinding existing asphalt pavement and overlay with ARHM to extend life of the pavement. 1 3,600,000$ 239,202 $ - $ - $ - $ -$ 1 Construction PW1393-5
Roadways
Avalon Street Reconstruction
Citywide Annual Overlay Program - - Avalon Blvd - 223rd to Lomita. The project includes asphalt pavement overlay, concrete reconstruction, tree removal and replacement, repair of damage sidewalk, driveway approaches, curbs and gutter, access ramps. (Combine PW1620, 1393-5, 1411-5) 7,500,000$ - $ - $ - $ - $ -$ 1 Construction PW1411-4
Roadways
Main Street Concrete Improvement from Carson St to Victoria Annual concrete program - Main Street: Carson to Victoria. Concrete reconstruction, tree removal and replacement, repair of damage sidewalk, driveway approaches, curbs and gutter, access ramps to meet the requirements of ADA. 500,000$ 33,507 $ - $ - $ - $ -$ 1 Construction PW1411-5
Roadways
Annual Concrete Program
Citywide Concrete Program - - Avalon Blvd - 223rd to South of Sepulveda. The project includes asphalt pavement overlay, concrete reconstruction, tree removal and replacement, repair of damage sidewalk, driveway approaches, curbs and gutter, access ramps. (Combine PW1620, 1393-5, 1411-5) 3,000,000$ - $ 3,000,000 $ - $ - $ -$ 1 Construction PW1515 Stormwater Carson Stormwater Capt ure Facility at Carriage Crest Park Compliance Project - Stormwater chambers under baseball field to divert stormwater into LA County Sanitation District's Regional & Water Pollution Control Plant 22,110,713$ 500,000 $ - $ - $ - $ -$ 1 Construction PW1610 Parks **Foisia Park Design and Construction Design - Various upgrades to park facility. Competitive Grant and the award of funding will be available withing the next 3-4 months. Prop 68 1 12,757,062$ 10,883,933 $ - $ - $ - $ -$ 1 Construction PW1630 Parks **Anderson Park Electrical Panel- Design and Construction Replace and upgrade main electrical switch gear and lighting control panel. (Combined PW1630 & PW1671) 75,000$ - $ - $ - $ - $ -$ 1 Construction PW1632 Buildings Community Center Coiling Wall & Seis mic Analysis Repair coiling wall at Community Center Main Hall - Seismic Analysis 1,484,000$ 1,247,071 $ - $ - $ - $ - $ 1 Construction PW1636 Parks **Mills Park Renovations
Install new shade structure over picnic shelters and outdoor exercise equipment, Construct Unisex restrooms (pre-fabrication) for public use, monument sign, wading pool demo - Per Capita Grant 3,483,335$ 3,483,335 $ - $ - $ - $ -$ 1 Construction PW1648 Parks *Athletic Field and walking path replacement Lighting -LED Upgrade athletic field lights to central control lighting system and convert the existing lights to LED - All Parks 3,387,951$ 3,388,069 $ - $ - $ - $ -$ 1 Construction PW1649 Traffic Traffic Signal Intersection Upgrades - Avalon Blvd at Victoria, Main St at SepulveTraffic Signal Upgrades at 4 Intersections - Avalon Blvd at Victoria, Main St at Sepulveda, Main St and 223rd St, Figueroa St at Torrance Blvd) 3,529,123$ 3,330,583 $ - $ - $ - $ -$ 1 Construction PW1657
Traffic
*Traffic Signal Upgrades (M312.41 and M312.46) - Figueroa St at 234th St, Figue Traffic Signal Upgrades at 6 Intersections - Figueroa St at 234th St, Figueroa St at 223rd St, Figueroa St at Victoria St/190th St, Main St at 220th St, Main St at Albertoni St, and Main St at Victoria St
Pending MTA's funding agreement for construction
6,000,000$ 3,730,000 $ 2,270,000 $ - $ - $ -$ 1 Construction PW1667 Traffic *Upgrade existing traffic signal - Avalon Bl at Gardena Bl Traffic Signal Upgrade to include addition of left turn phase on north and south bound direction of Avalon Blvd. 500,000$ 500,000 $ - $ - $ - $ -$ 1 Construction PW1674 Safety **Security Cameras Install tamper proof security cameras at parks. Work on broadband requirements. (Johnson Contols) 7,351,975$ - $ - $ - $ - $ -$ 1 Construction PW1676 Stormwater City of Carson Stormwater Green Street Engineering, Design & Implementation Compliance to the RWQCB stormwater - Includes engineered systems, permeable pavements & nature-based systems. The goal is to comply with regulations. 3,000,000$ 2,500,000 $ - $ - $ - $ -$ 1 Construction PW1687 Roadways Carson Street Intelligent Transportation System (ITS) Project Installation of new fiber cables, the installation of 100' conduit gap across Main Street, CCTV cameras, hardware, software, and other elements that improve traffic flow on Carson Street from the 405 Fwy to Figueroa 700,000$ 700,000 $ - $ - $ - $ - $

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Carson City CouncilJanuary 6, 2026

Carson City Council
January 6, 2026