Agenda packet — Carson City Council, May 5, 2026 (part 4 of 7)

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Proposer Qualifications – Summarize the qualifications of the Proposer. Include general information such as, but not limited to, the number of years in business, areas of expertise, etc.

Johnson Controls Inc. is a globally recognized leader in integrated building technologies, security systems, and infrastructure solutions, with a long-standing history of delivering complex projects for municipal, government, and critical infrastructure clients. Founded in 1885, Johnson Controls has been in continuous operation for over 140 years, demonstrating financial stability, technical depth, and a proven ability to adapt to evolving technology and customer needs.

Johnson Controls is a publicly traded company (NYSE: JCI) and operates as part of Johnson Controls International plc, with U.S. headquarters located in Milwaukee, Wisconsin. The company employs tens of thousands of professionals worldwide, including a large North American workforce dedicated to security, life safety, audio-visual, and low-voltage systems integration. Johnson Controls maintains offices and service locations throughout California, enabling rapid response, local project execution, and ongoing support for municipal clients.

Areas of Expertise
Johnson Controls’ core areas of expertise relevant to this project include:
• Security Systems Integration (access control, video surveillance, intrusion detection) • Emergency Operations Center (EOC) Technology Solutions • Audio-Visual (AV) Systems Design and Integration
• Networked and IP-Based Systems
• Project Management and Engineering Services
• System Commissioning, Training, and Lifecycle Support • Preventative Maintenance and Long-Term Service Agreements

The company has extensive experience delivering turnkey solutions, managing projects from initial design and engineering through installation, testing, commissioning, and long-term maintenance. This integrated delivery model ensures accountability, consistency, and quality across all phases of a project.

Municipal and Public-Sector Experience
Johnson Controls has a deep history of serving cities, counties, public utilities, transportation agencies, and other government entities nationwide. The firm understands the unique operational, regulatory, and budgetary requirements associated with public-sector projects and is experienced in coordinating with multiple stakeholders, including IT departments, public safety officials, facilities teams, and external contractors.

Specifically relevant to this solicitation, Johnson Controls has successfully delivered Intrusion Alarm Detection systems and solutions for municipal clients, including integration of these systems with cctv and access control systems for centralized command environments. These solutions are designed to support real-time decision-making during emergencies, disasters, and large-scale public safety events.

Local Presence and Delivery Capability
Johnson Controls maintains a strong regional presence in California, supported by experienced project managers, engineers, technicians, and certified subcontract partners. When subcontractors are utilized, Johnson Controls retains full project ownership and oversight, ensuring that all work meets company quality standards, licensing requirements, and safety protocols. All installations are reviewed and certified by Johnson Controls personnel prior to acceptance.

Financial Strength and Reliability
As a large, publicly traded organization with significant annual revenues, Johnson Controls offers the City a high degree of financial stability and risk mitigation. This strength ensures the company’s ability to support long-term projects, honor warranty commitments, and provide ongoing service and maintenance well beyond initial installation.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Key Staff and Team – identify Key Staff that will be assigned to the project and include a description of their skills, qualifications, and experience. Include a proposed project structure and organization chart.

Project Support Team
Johnson Controls has assembled an experienced and highly trained team to ensure the deployments of each installation for the City of Carson goes smoothly. This team is immediately prepared to serve the City and all associated intrusion detection and alarm monitoring projects immediately if awarded a contract. This organizational structure was developed for our work on the current City projects and this same team will be aligned to this new project. Johnson Controls will maintain primary control over all aspects of each individual project.

The following chart illustrates the team staffing plan for the City and all related projects. While this chart shows current assignments based on our proposed project, we are committed to assigning additional resources as needed as the project grows and evolves.

We have provided resumes for key project personnel on the pages that follow.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Mark Thummel
Account Executive, Building Solutions North America / Complex Security Mark Thummel is a seasoned Account Executive with over 20 years of experience designing and delivering customized electronic security solutions for large, complex environments.

For the past 14 years, Mark has served as a key member of the Johnson Controls team, providing consultative sales support for major public sector, transportation, and utility clients across the Western U.S.

Mark is recognized for his deep technical knowledge, customer-first approach, and ability to align security technology with business goals. His recent projects include serving as Account Executive for the City of Carson’s $11.9 million citywide security system upgrade, which involved the full migration to a centralized access control, surveillance, and emergency operations platform.

He also played a lead role in the $30 million airport terminal expansion project, as well as service and system upgrade initiatives for Clark County, Las Vegas Valley Water District, and Primm Valley Solar Towers.

In his role, Mark partners closely with operations teams to ensure solutions are not only scoped to client needs but also delivered on time and within budget.

His ability to bridge technical design with project delivery has earned him a reputation as a trusted advisor and valued collaborator.

Mark holds numerous professional memberships and certifications, including with the American Society of Industrial Security (ASIS), American Management Association (AMA), and the National Professional Facilities Managers Association. He has also completed the Bold Advanced Leadership Champion course, reflecting his commitment to continuous improvement and leadership excellence.

As Account Executive for the SCE project, Mark will ensure that customer needs are translated into practical, sustainable, and future-ready security solutions.

• 20+ years of experience in
complex electronic security
system sales and consulting
• 14 years with Johnson
Controls
• Specialized in large-scale
integrated systems and
airport, municipal, and water
utility projects
• Oversaw multimillion-dollar
projects including the City of
Carson and multiple airport
expansions
• Certified by: ASIS,
American Society of
Professional Estimators,
AMA, and others
• Holds Bold Advanced
Leadership Champion
certification

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Josh Stone
Service Manager, Complex Security Operations
Josh Stone is a highly experienced Operations Manager with over 15 years of leadership in fire protection, integrated security systems, and low-voltage infrastructure. As
Operations Manager for Johnson Controls, Josh oversees
service and installation operations across Southern
California, Arizona, and Colorado, managing all field
personnel, service technicians, and project managers, as well as ensuring field safety, resource coordination, and P&L performance.

Since joining Johnson Controls in 2022, Josh has led complex, multi-site deployments and supported the delivery of citywide upgrades and security modernizations. His recent work includes managing the City of Carson’s integrated CCTV and access control program, which included the deployment of over 450 cameras and 200 access-controlled doors, integrated with cloud-based Qumulex systems and supporting infrastructure.

Josh’s earlier experience includes progressive technical and managerial roles at Siemens, where he was responsible for fire engineering, commissioning, and field operations. He also brings significant construction and systems integration experience from his time at Bergelectric, where he served as General Foreman on several high-security projects—including Offutt Air Force Base STRATCOM and U.S. Customs and Border Protection installations.

Josh holds multiple industry certifications, including NICET Level 3 in Fire Protection Engineering, Exacq Vision certification, Qumulex, and a California State Fire Life Safety License. His leadership is grounded in deep technical expertise and a strong commitment to operational safety, efficiency, and client satisfaction.

As Operations Manager for the SCE project, Josh will be responsible for overseeing day-to-day execution, ensuring that all fieldwork meets safety, quality, and scheduling standards, and that all client requirements are fulfilled with precision and professionalism.

15+ years of experience in
fire alarm, low-voltage, and
integrated security systems
• 2+ years with Johnson
Controls; previously held key
leadership roles at Siemens
and Bergelectric
• Responsible for field
personnel, project managers,
service technicians, and
operational safety across CA,
AZ, and CO
• Certified: NICET Level 3
Fire Protection Engineering,
California State Fire Life
Safety, Exacq Vision,
Qumulex
• Delivered high-profile
municipal and federal
projects, including City of
Carson, Offutt AFB, and
U.S. Customs & Border
Protection

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Jeffrey Newby
Senior Systems Applications Manager
Jeff Newby is a Senior Project Engineer at Johnson Controls with more than 34 years of experience designing and
delivering complex security and low voltage systems. For the past 30 years, Jeff has served in progressively senior roles within Johnson Controls, and currently operates out of the Global Center of Excellence (GCOE) for North America, where he leads design and technical development for major security infrastructure programs.

Jeff’s expertise spans the full design lifecycle, including site surveys, system layout, estimating, programming, and commissioning—for integrated access control, video surveillance, intrusion detection, and sound and communication systems. He works closely with IT and security infrastructure teams to ensure technical designs are aligned with client network and cybersecurity requirements.

Jeff holds multiple certifications from leading security technology platforms, including CCure (Installer and Advanced Integrator), Genetec Security Center, Bosch Video, Axis Network Video, AutoCAD, and Revit. He routinely provides technical guidance to internal engineering teams, subcontractors, and on-site installers to ensure that solutions are implemented to code, on time, and with precision.

His portfolio includes high-profile, multi-million-dollar design-build engagements such as:
• Hyundai HATCI, North America – $5.8M companywide access and video upgrade • Sutter Health, CA – $8.5M statewide integrated security system modernization • Bellevue Hospital, NYC – $3.9M therapeutic housing project tied to Rikers Island infrastructure • Data Centers, Nashville TN – $11.1M multi-phase deployment of access and video systems

As Design Manager for the SCE engagement, Jeff will lead the technical planning and system architecture design, ensuring all deliverables meet SCE’s requirements for performance, reliability, and future scalability.

34 years of experience in
security and low-voltage
systems engineering and
design
• 30 years with Johnson
Controls
• Senior Project Engineer at
GCOE North America,
specializing in access
control, video surveillance,
and intrusion system design
• Certified: CCure Installer
and
Advanced Integrator,
Genetec Security Center,
Bosch, Axis, AutoCAD, and
Revit
• Led major design projects
including Sutter Health (CA),
Hyundai HATCI (NA),
Bellevue Hospital (NY), and
multi-phase data centers in
Nashville

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Antonio Magdaleno
CT Sec Integration Engineer
Antonio Magdaleno is a highly experienced Technical Lead and Systems Engineer with over 15 years of field proven expertise in the design, installation, programming, and commissioning of advanced electronic security and life safety systems. He has played a leading technical role on projects across California and nationally, bringing deep hands-on experience with some of the industry’s most complex access control and video surveillance platforms.

Antonio has worked on major implementations for healthcare systems, K-12 and higher education institutions, airports, law enforcement agencies, residential campuses, and corporate enterprises. His project portfolio includes high-profile installations such as the Palm Springs Airport, Hoag Hospital, LACUSC Hospital, Disney Cancer Center, USC, UCI, and The Forum. He has led enterprise-level migrations to CCURE 9000 and Genetec, and has extensive experience with integrating access control, intrusion detection, intercom, and video analytics systems into unified platforms.

Antonio holds certifications across nearly all major security technologies including Lenel Master Certification, Software House CCURE 9000, Genetec, Avigilon, Verint, ONSSI, Bosch Intrusion, and Notifier Network Fire-Life Systems.

His technical fluency extends to legacy system upgrades, advanced troubleshooting, and scalable design for multi-building and multi-campus deployments.

As Technical Lead for the SCE project, Antonio will serve as the primary engineering authority supporting field implementation, configuration, and troubleshooting of integrated security systems. He will be instrumental in ensuring seamless system performance, supporting commissioning activities, and serving as a technical liaison between project management, installation teams, and SCE stakeholders.

15+ years of experience as a
systems engineer,
programmer, and project
supervisor in electronic
security and fire/life safety
systems
• Extensive hands-on
expertise with Lenel, CCURE
9000, Genetec, Avigilon,
Exacqvision, and multiple
other VMS and access
control platforms
• Delivered projects for major
clients across healthcare,
education, transportation,
government, and corporate
sectors, including USC,
Kaiser Permanente, Palm
Springs Airport, Hoag
Hospital, and Edwards Life
Sciences
• Certified in: Lenel (Master),
CCURE 9000, Genetec,
Verint, Avigilon, Exacqvision,
ONSSI, Bosch, Notifier, and
more
• Proven track record in
systems migration, large-
scale integrations, and
enterprise deployments
across California and
nationwide

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Edson Raidu
Field Technician / Systems Specialist
Edson Raidu is a dedicated and highly dependable field technician with over a decade of experience supporting the installation, service, and maintenance of electronic security and building systems. He brings a strong hands-on background in access control, CCTV, surveillance cameras, and related infrastructure, with a proven ability to perform in fast-paced and technically demanding environments.

Throughout his career, Edson has worked across commercial and industrial job sites, supporting both new installations and retrofit projects. His experience includes installing and servicing cameras and peripherals, performing punch-down and termination of cabling, assisting with system programming and testing, and ensuring installations meet project specifications and quality standards. He is skilled at reading and interpreting floor plans, coordinating tasks with supervisors and crew members, and identifying materials and resources required to complete work efficiently.

Edson has also demonstrated strong client-facing skills, maintaining professionalism on site and supporting project communication related to progress, quality of work, and safety compliance. His background includes experience with access control components such as card readers, electrified door locks, door hardware, and wiring, as well as general troubleshooting and system optimization.

For this project, Edson will serve as a Field Technician, supporting installation, service, and commissioning activities. He will play an important role in executing field work safely and efficiently, assisting project leadership with system deployment, and ensuring all installed systems operate reliably and in accordance with client expectations.

10+ years of experience as a
field technician and systems
professional supporting
electronic security, access
control, and surveillance
systems
• Extensive hands-on
experience installing,
servicing, and maintaining
video surveillance and
access control systems
• Proven ability to coordinate
with managers, supervisors,
and clients to ensure quality
and on-time project delivery
• Strong background in
CCTV, card access, door
hardware, cabling, and
system troubleshooting
• Experienced in reading floor
plans, directing crew
activities, and supporting
project closeout
• Demonstrated commitment
to safety, documentation,
and professional field
execution

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Project Understanding – Demonstrate an understanding of the Scope, key goals, and objectives.

Understanding of the Scope, Key Goals, and Objectives
Johnson Controls demonstrates a clear and comprehensive understanding of the City’s scope of work, operational goals, and long-term objectives for this project. Based on the RFP documentation and prior engagement with the City, this project is intended to deliver a fully integrated, reliable, and mission-critical City Wide, Intrusion Detection Systems that enhances operational effectiveness, situational awareness, and decision-making capabilities for City staff—particularly during emergency response, coordination, and public safety operations.

The scope of this project encompasses the design, integration, installation, testing, commissioning, and ongoing support of the Intrusion Detection systems. This includes the integration of multiple hardware and software components, coordination with City-provided systems, and alignment with existing infrastructure, operational workflows, and IT/network requirements.

Johnson Controls understands that the City is seeking a turnkey solution, not simply the delivery of individual components. The scope requires a single point of accountability for system performance, quality control, schedule adherence, and coordination with City stakeholders, contractors, and technology partners. The work must be executed in a manner that minimizes disruption to City operations while ensuring all systems are fully functional, secure, and ready for operational use upon acceptance.

In addition, the scope extends beyond initial deployment to include training, documentation, warranty support, and long-term maintenance, ensuring the City’s investment remains sustainable, supportable, and adaptable to future needs.

Johnson Controls recognizes that the City’s primary goals for this project is to standardize, modernize and scale these new intrusion detection systems providing consistent, reliable and integrated protection of the City’s assets at each of these locations. In addition to these priorities, Johnson Controls proposed solution will also provide:

• Operational Readiness and Reliability
• Enhanced Situational Awareness and Coordination
• Ease of Use and Practical Functionality
• Compliance, Security, and Risk Mitigation
• Long-Term Value and Supportability

Understanding of the Project Objectives
The objectives of this project are to deliver a fully operational, integrated solution that meets current functional requirements while positioning the City for future growth and evolving operational demands.

Johnson Controls understands that success will be measured not only by system installation, but by:

• Seamless integration with new Qumulex security platform • Clear documentation and effective end-user training
• On-time delivery with minimal operational disruption
• Systems that perform as designed during real-world use • A smooth transition from installation to steady-state operations

Johnson Controls further understands the importance of collaboration and communication throughout the project lifecycle. Achieving the City’s objectives requires close coordination during design validation, installation planning, testing, and acceptance to ensure expectations are met and risks are proactively managed.

Summary
In summary, Johnson Controls understands that this project is a mission-critical investment for the City—one that supports public safety, emergency response, and daily operational effectiveness. The scope demands technical expertise, disciplined project management, and a strong understanding of

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
municipal environments. The City’s goals center on reliability, usability, security, and long- term value, and the project’s objectives require a partner capable of delivering an integrated solution backed by proven experience and sustained support.

Johnson Controls’ approach, experience, and delivery model are aligned with these requirements, ensuring the City receives a solution that meets both immediate needs and long-term operational objectives.

Project Approach and Work Plan – Include a detailed work approach and methodology, incorporating project stages, deliverables, project milestones, project timeline, and any other necessary information required to complete the Scope of Services.

Proposed Method to Accomplish the Work
Johnson Controls will be utilizing the DSC wireless intrusion providing the ideal solution for security, stability and value. Thes systems offer various control panels ranging in capacity from 16 to 128 zones providing the reliable heartbeat to cater to a range of security system installations with even the most demanding partitioning requirements. These panels fully integrate with the Qumulex Security Platform and they provide an extensive selection of PowerG- enabled devices which have been created with simplicity of installation and user-friendliness in mind. A wide range of devices leverage the most innovative technologies to capitalize on the convenience, versatility and superior capabilities which the 2- way wireless PowerG technology offers. These systems devices reduce the installation time due to less wiring requirements, allowing for installation of devices in even the most challenging areas. The broad selection of devices includes PowerG-enabled motion detectors, contacts, wireless keys and various life- safety devices such as smoke and carbon monoxide detectors. Designed with a scalable approach to cater to future needs, the vast selection of available devices and peripherals available for PowerSeries Neo is seamlessly integrated with an exceptionally comprehensive remote service software suite to support innovative leading-edge features such as alarm verification and remote diagnostics.

The Johnson Controls approach to executing the work for this project relies on time proven best practices. These practices which span across the program, project, and construction levels rely heavily on clear, consistent communications and a process driven methodology to guarantee verifiable results across all facets of the project.

Our project methodology provides a straightforward process for mapping out the scope of a project and identifying its ongoing requirements. It supports clear communication of desired business outcomes (not just technical details) in a format that suits the customer. In the planning phase, all relevant factors are integrated so we can deliver a tailored project involving the appropriate teams who have the appropriate decision-making authority.

Our deployment services use in-house project management resources to ensure scheduling, planning, allocation, and management of work meets time, specification, and financial objectives.

Johnson Controls provides a keen focus on management of individual projects and the entirety of the portfolio. This is accomplished via:
• Application of program management, project management, and installation coordination, providing thorough management of the customer’s portfolio of projects. • Assignment of skilled individuals with detailed knowledge of the customer account, security industry knowledge, and specifically, the technologies deployed for the account. • Powerful, flexible project management and portfolio management toolsets. • Adherence to the Security Industry Association’s Certified Security Project Manager (CSPM) methodologies.

As a leading security and life safety systems integrator, we posses superior installation abilities. Johnson Controls technicians receive training through our online platform, Johnson Controls Technical Training University, as well as through direct vendor training. Our technicians possess many certifications, often at the highest level attainable.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The Johnson Controls Commercial Installation Department adopts the following codes and standards, including any subsequent changes to them as minimum standards: National Electrical Code (NEC), National Fire Protective Association (NFPA), Factory Mutual (FM), and Underwriter’s Laboratories (UL).

Johnson Controls traditionally uses internal employees for all installations. To meet project specific scope areas requiring specialized expertise Johnson Controls has the capacity and partnerships with providers of certified subcontractors. Subcontractors are required to sign a subcontract agreement. This includes licensing, insurance, background checks, and financial requirement verification. All subcontractors are required to submit verification that any of their employees who may perform work at a customer jobsite have undergone drug screening and background checks. When using subcontractors, Johnson Controls always maintains ownership of the project and interacts directly and consistently with the subcontractor to coordinate installations. Every Installation performed by a subcontractor is evaluated and certified by a Johnson Controls field service technician to ensure quality standards are met.

We have a proven implementation methodology that provides step-by-step project management for key project tasks; expert staff resources for preconstruction, design, operations, and implementation transition phases; and best practices post-completion support services.

This process has been derived from 130 years of experience including management of thousands of projects running simultaneously on a global basis. The combination of this experience and Johnson Controls’ knowledge base in the security industry in general and critical water infrastructure projects specifically supports the detailed and achievable project delivery required for the project.

Comprehensive Work Plan
In anticipation of logistical and scheduling concerns, the Johnson Controls team will develop the design requirements collaboratively with the City during the requirements engineering phase of the project. Close coordination with the City personnel and key stakeholders in design, systems engineering, plant operations, and senior management and operations personnel may be required as the project proceeds.

Planning may include multiple work teams to accomplish the execution of this project in the time frame agreed upon within the work plan.

Project Scope Baseline
The foundation of effective project management is the identification of the scope of the project and the organization of the scope into a comprehensive Work Breakdown Structure (WBS). The Johnson Controls team will integrate all phases of the project from the design phase through the close out phase in accordance with a defined WBS.

Our team will have overall responsibility for design, project management, site coordination of Johnson Controls and team staff, schedule management, coordination, and project implementation until project completion and acceptance by the City of Carson.

Changes to the contract will be controlled and negotiated to ensure all parties involved fully understand any technical, cost and schedule impacts that may result. This Project Execution Plan will be periodically updated, as required, to reflect any approved changes to the scope, schedule, cost, or quality requirements of the contract. A Change Order Log will be maintained by the Project Manager to provide a detailed chronological record of changes.

Equipment Vendors
All suppliers of material, equipment, or services are evaluated to assure that they are qualified to provide the specified material or service. The Project Manager, or designee, will perform the supplier review and document these reviews. Criteria for evaluation will include reliability, a Quality Control Plan that is consistent with the requirements for the material or service to be provided, facility evaluation, and a history of providing like materials or services.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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Project Quality
The Johnson Controls Team Project Manager will have the following responsibilities with respect to quality control (QC):

• Ensure all work is performed in compliance with contract requirements, code requirements, and construction industry standards
• Establish a job specific QC program
• Ensure that all controls work is performed in accordance with Johnson Controls Team standards • Manage and coordinate QC activities, submittals, tests, samples, and results. • Ensure that weekly project briefings are held to discuss quality • Ensure that drawings are kept up to date with the proper revision and provided to the contractor • Inspect equipment to be installed, and reject equipment if found to be non-compliant with specifications or damaged during transportation
• Investigate and resolve warranty problems, and indicate the action taken on Warranty Reports Project Safety
The Johnson Controls Team will work in a manner that promotes safety. The Project Manager will administer and oversee the safety program for the individual subcontractors. The Johnson Controls Team’s corporate safety department will audit the project periodically for compliance with Johnson Controls Team, City of Carson, and OSHA safety guidelines. The major elements of the safety program are as follows:

• Documentation, investigation, and reporting of occupational injuries in accordance with the Johnson Controls Team, the City, and OSHA guidelines
• Posting of OSHA worker safety guidelines and right to know information • Conducting ongoing site safety meetings
• Training personnel on the site safety policy,
• Issuance and control of safety related work permits
• Implementation of lockout and tag-out procedures
• Enforcement of fall protection education
• Identification and monitoring of confined space.

BESafe Program
In addition to the Safety practices described above Johnson Controls employees adhere to the BESafe Field Safety Program. One of the features of this program is conducting daily safety reports to verify field conditions are safe prior to start work, and reporting and mitigation of stop work events based on unsafe working conditions in the field. This program increases awareness of the working environments leading to reduced injuries in the field.

Design Services
Based on the requirements defined during the RFP process Johnson Controls will provide Design Services to meet the goals of the project. .

The initial phases of the project will start with detailed engineering to include systems designs and layouts with site plans and drawings, followed with site verification and documentation in order to deliver optimized systems for each facility.

Once final scoping of the program is achieved a prioritization and phasing plan will be created addressing the highest risk sites first, with lower risk areas following. Depending on the City ’s requirements the design /build might be implemented as either a Part A Design (overall) / Part B Construction (overall) or as an Agile Model where design and construction is conducted as multiple sub-projects and several in parallel as the schedule dictates.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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Engineering and Submittal Process
Engineering Design Documentation and Drawings
All design work performed by Johnson Controls Team and its subcontractors will be controlled, documented and approved by Johnson Controls Team using a formal document control system. Johnson Controls Team reviews assures that the design is consistent with the design basis and assures that all changes and revisions are clearly documented.

Submittals
Design submittals will be reviewed for completeness, thoroughness, and compliance with applicable codes. The subcontractors will provide a submittal schedule listing all drawings, cut sheets, and samples that are to be submitted to Johnson Controls Team. These reviews satisfy the final link between the subcontractors and the Johnson Controls Team to ensure that quality becomes part of the design process.

Construction
Team work on site will accomplish integration using key interface milestones for work that must be completed. The proposed sequence of work will be by phase or site. Site make ready work, network backbone preparations, and head-end systems will be installed and brought on line. After these areas of work are completed site installations will commence.

The Johnson Controls Team will ensure that all work has received the proper inspection in accordance with the contract documents, local building ordinances, and the City, County and State requirements.

Written acceptance of all work performed will be by the authority having jurisdiction. Each phase or site will be punch-listed and signed-off as completed.

Subcontractor List (if applicable) – Include a list of subcontractors, if applicable, that will be utilized to complete the Scope of Work.

Identify the subcontractor’s qualifications and extent of work to be performed by each subcontractor. Include a summary of the subcontractor’s qualifications, key personnel, primary contact name, phone number, and email.

Johnson Controls will be using Maxim Security as a subcontractor for this project. Will Crawford is the contact for this subcontractor, and he did attend the mandatory pre-bid site walk.

Business Name: Maxim
Security Systems, Inc.

Contractors State License Board Number: 919445
Entity: Corporation
Classification(s): C10, C28
Expiration Date: 07/31/2026
Contact Name: Will Crawford
Phone Number: (951) 526-2979
Email: [email protected]

Summary
Maxim Security Systems, Inc. is dedicated to providing technology solutions to an ever changing and challenging security environment. Maxim Security Systems has more than 25 years of experience providing systems integration and network infrastructure services.

Our areas of expertise include:

• Intrusion Detection Systems
• Integrated Systems Solutions
• Access Control
• Biometric Systems
• CCTV/Video Management Systems, Intelligent Video Surveillance Solutions Structured & low- Voltage Cabling.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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The majority of the work as required herein must be performed by the awarded contractor. The work may not be subcontracted to another contractor unless the subcontractor has been included in the Proposal, or a substitution has been approved in writing by the City’s Contracting Officer in advance of work performed.

Johnson Controls acknowledges and agrees that the majority of the work required under this contract shall be performed by our organization. Johnson Controls will retain primary responsibility and accountability for all aspects of project execution, including project management, system design, installation, testing, commissioning, and overall quality control.

Maxim Security will be utilized as an installation partner to support specific, defined scopes of work.

Johnson Controls will maintain direct oversight and coordination of all subcontractor activities to ensure compliance with the City’s requirements, project standards, and performance expectations.

No portion of the work will be subcontracted to firms not included in the Proposal unless a written substitution request is submitted to and approved in advance by the City’s Contracting Officer, in accordance with the RFP requirements.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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Cost File
Exhibit C- Section A

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

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Exhibit C- Section B
EXHIBIT C: COST FILE
RFP 26-013 CITYWIDE INTRUSION DETECTION AND ALARM

MONITORING SERVICES
Please provide pricing for each section below. All costs should be in U.S. dollars. Failure to complete this Cost File may result in disqualification. Proposers may attach additional sheets as necessary. Cost Files shall be submitted separate from the main proposal.

$ $ -
$ $ -
$ $ -
$ $ -
WP3/Outdoor Enclosure $ 226.86 9 $ 2,041.78 Tax Listed in Section D Misc. connectors, tools, etc. $ 7,345.68 1 $ 7,345.68 Tax Listed in Section D PG9901/Wireless Indoor Siren $ 102.65 28 $ 2,874.32 Tax Listed in Section D B6302UE1000/4C#18 Cable 1,000' $ 358.02 15 $ 5,370.37 Tax Listed in Section D ISN-CMET-200AR/Door Contact $ 11.72 43 $ 503.79 Tax Listed in Section D PG9945/Wireless Input Module $ 38.17 384 $ 14,658.37 Tax Listed in Section D DS778/Long Range Motion Detector $ 152.73 3 $ 458.19 Tax Listed in Section D PG9914/Wireless Motion Detector $ 85.67 70 $ 5,996.67 Tax Listed in Section D PG9922/Wireless Glass Break $ 109.31 119 $ 13,007.73 Tax Listed in Section D PG9872/Wireless 360 Motion Detector $ 114.83 34 $ 3,904.12 Tax Listed in Section D PG9924/Wireless Curtain Motion Detector $ 66.25 34 $ 2,252.40 Tax Listed in Section D 9VADAPTER-US/Keypad 9V Power Supply $ 23.83 23 $ 548.02 Tax Listed in Section D PG9938/Wireless Panic Button $ 50.52 65 $ 3,283.70 Tax Listed in Section D BT126/Backup Battery $ 28.40 36 $ 1,022.22 Tax Listed in Section D HS2LCDWF9/Wireless Keypad $ 158.75 23 $ 3,651.32 Tax Listed in Section D T-1/Cabinet Tamper Switch $ 9.79 22 $ 215.38 Tax Listed in Section D TB-1/Tamper Bracket $ 2.95 22 $ 64.91 Tax Listed in Section D PTD1640U/Power Supply $ 12.23 22 $ 269.16 Tax Listed in Section D L-1/Cabinet Lock & 2 Keys $ 3.58 22 $ 78.77 Tax Listed in Section D PGP9920/Wireless Repeater $ 148.09 43 $ 6,367.72 Tax Listed in Section D TL280ER/Integration Module $ 305.41 22 $ 6,718.96 Tax Listed in Section D HS2032NKCP01/Intrusion Panel $ 103.57 12 $ 1,242.81 Tax Listed in Section D PGPHOST9/Wireless Transceiver $ 117.80 22 $ 2,591.65 Tax Listed in Section D HS2128NKCP01/Intrusion Panel $ 278.17 2 $ 556.35 Tax Listed in Section D HS2064NKCP01/Intrusion Panel $ 123.14 2 $ 246.27 Tax Listed in Section D Section B – Hardware/Bill of Materials (Unit Pricing) – Proposers shall provide itemized equipment and hardware pricing and estimated quantities to cover the City facilities outlined in the RFP.

Item/Device Unit Cost ($)
Estimated Qty (All
Facilities) Total Cost ($) Notes
HS2016NKCP01/Intrusion Panel $ 79.28 6 $ 475.70 Tax Listed in Section D

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 19 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Exhibit C- Section C

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 20 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Exhibit C- Section D

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 21 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Exhibit C- Section E

Within the following section, we have provided sample engineering drawings. If selected as your vendor of choice, Johnson Controls will be providing engineering drawings for every site associated with this project.

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 22 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Appendix 1: Sample Engineering Drawings
Within the next few pages, we have provided sample engineering drawings . If selected as your vendor of choice, Johnson Controls will be providing engineering drawings for every site associated with this project.

IMPORTANT NOTICE TO USER: By accepting or using this drawing and/or the information contained herein, the user agrees to the following terms and conditions: The electronic information in the drawing may be subject to intentional or unintentional alteration. Any use, reuse, copying modification or alterationof the information contained herein shall be at the sole risk of the user. This information may not be sold or transferred to any third party, used on other projects or additions to the project for which it was prepared, or used for completion of this project by any third party. Johnson Controls disclaims all liabilityfor the use or reuse of altered files by the user or any third party and such use will be a user's sole risk. User shall, to the fullest extent permitted by law, defend, indemnify, and hold Johnson Controls harmless from any and all claims for loss, damage or injury arising directly or indirectly therefrom.24" X 36" - ARCH D SIZECOPYRIGHT 2018: JOHNSON CONTROLS 2/23/2026 7:11:08 AMLAST PRINTED:LAST SAVED BY:JCENTEM1FILE PATH:C:\Users\jcentem1\OneDrive - Johnson Controls\City of Carson\New Changes\240708 USA_CA_Carson - 17400 LYSANDER DR_IDS (Stevenson Park)\CCWRK-22003\LBS_Drawings_City of Carson - Stevenson Park_IDS_02.23.26_Rev01.dwg NOT FORCONSTRUCTIONDRAWN BY:CHECKED BY:JOB / CASE #:DESIGNED BY:

SHEET:

KEYPLAN:

CITY OF CARSONSTEVENSON PARK17400 LYSANDER DR,CARSON, CA 90746 JOHNSON CONTROLSNATIONAL CENTER OF EXCELLENCE14200 E EXPOSITION AVE #1AAURORA, CO 80012----1-877-330-7404AESBL LICENSE #---- ----JURBINDARM##ESTIMATE##
TY001
INSTALLING CONTRACTOR:

NOT FOR CONSTRUCTION
ISO 9001:2015Certificate No. US3499REGISTERED FIRMQAS INTERNATIONAL

CENTER OF EXCELLENCE NETWORK
DESCRIPTIONINTDATEMARKISSUE LOG:

GENERAL SHEET
0010.24.23LFZDEVICE PLACEMENT PLAN0107.16.24DCRRELEASED FOR PROPOSAL0202.16.26MCMUPDATED DRAWINGS0302.23.26MCMPANEL, KEYPAD & HALO REMOVAL----------- ------------- SECURITY CABLE LEGENDIDAWGCONDSHIELDCLASS*IDAWGCONDSHIELDCLASS*A222YCL2PAARG59NCL2PB222NCL2PBBRG59 &18/2NCL2PC224NCL2PCCRG6NCL2PD224YCL2PDDCAT5ENCL2PE226NCL2PEECAT6NCL2PF2210NCL2PFFCAT6ANCL2PG182NCL2PGGPATCH CABLECOPPERH182YCL2PHHPATCH CABLEFIBER-OPTICJ184NCL2PJJ62.5/125um OM1MULTI-MODEK184YCL2PKK50/125um OM3MULTI-MODEL186YCL2PLL50/125um OM4MULTI-MODEM188YCL2PNN9/125um OS2SINGLE MODEN1810NCL2PCPCOMPOSITEYCMPP1812YCL2P18/618/4R162NCL2P22/416/2S162YCL2PT164NCL2PU224Y**CL2PV184Y**CL2PW186Y***CL2PX16\194YCL2PY142NCL2PZ141YCL2PNOTES* - SEE GENERAL NOTE #6** - 2 PAIR - EACH PAIR WITH INDIVIDUAL SHIELD*** - 3 PAIR - EACH PAIR WITH INDIVIDUAL SHIELD COMPOSITE CABLE LEGENDMARKPART #AWGCONDSTRANDINGINSULATIONWALLJACKETWALL (IN)NOM O.D. (IN)PRINTCPCP11867 X 26.009.014.208READER CABLE, 18/6 SHIELDED CMP (C) UL E191596CP21847 X 26.009.014.183REX/MOTION, 18/4 SHIELDED CMP (C) ULCP316219 X 29.009.014.185LOCK POWER, 16/2 SHIELDED CMP (C) UL E191596CP42247 X 30.007.014.139DOOR CONTACT, 22/4 SHIELDED CMP (C) UL E191596

SCOPE OF WORK
GENERAL NOTES1ALL APPLICABLE PERMITS SHALL BE OBTAINED PRIOR TO STARTING WORK.2WORK SHALL COMPLY WITH ALL APPLICABLE CODES.3POWER (120VAC) TO ALL SECURITY PANELS SHALL BE SUPPLIED FROM DEDICATED, UNSWITCHED AND CLEARLY IDENTIFIABLE SOURCES.4ALL DOORS WHICH ARE CONTROLLED BY ELECTRONIC LOCKING DEVICES SHALL BE CONFIGURED TO MEET ALL CODES.5ALL DEVICES EITHER INSTALLED WITHIN THE SCOPE OF THIS PROJECT OR AFFECTED BY THIS PROJECT SHALL BE TESTED.6ALL CABLE SHALL BE RATED FOR THE ENVIRONMENT IN WHICH IT IS INSTALLED.7ALL WORK SHALL BE PERFORMED IN A PROFESSIONAL MANNER.8AREAS AFFECTED BY THE SCOPE OF THIS PROJECT SHALL BE KEPT CLEAN AND TRASH REMOVED DAILY.9EXPOSED CONDUCTORS SHALL BE RUN ALONG CEILING JOISTS AND GIRDERS. ALL WIRING TO BE CONCEALED FROM PUBLIC VIEW. EXPOSED WIRINGSHALL NOT BE RUN IN A "SPAN" FASHION BETWEEN BAR JOISTS OR GIRDERS. IF NECESSARY SUCH WIRING SHALL BE SECURED TO THE STRUCTURALCEILING BETWEEN JOISTS OR GIRDERS.10EXPOSED WIRING TO BE SUPPORTED BY BUILDING STRUCTURE AT NO MORE THAN FIVE (5) FOOT INTERVALS.11ALL WIRING IN FINISHED AREAS SHALL BE CONCEALED.12ALL JUNCTION BOXES AND CABLE SPLICES SHALL BE IN ACCESSIBLE LOCATIONS.13ALL CABLE RUNS SHALL BE NEATLY BUNDLED, WRAPPED TIGHT AND PROPERLY SECURED.14CONTRACTOR RUNNING WIRE MUST MARK BOTH ENDS OF WIRE AND PROVIDE A WIRE LEGEND FOR ALL LOCATIONS.15ALL CABLING SHALL BE TAGGED AT ALL JUNCTION POINTS AND SHALL TEST FREE FROM GROUNDS OR CROSSES BETWEEN CONDUCTORS.16COORDINATE EXACT PLACEMENT OF ALL DEVICES WITH THE ARCHITECTURAL PLANS, OWNER, AND GENERAL CONTRACTOR PRIOR TO INSTALLATION.17HOLES IN WALLS OR FLOOR CUTS MADE DURING THE PERFORMANCE OF THIS WORK SHALL BE PATCHED SO AS TO COMPLETELY CONCEAL THE HOLESAND CUTS WHERE THEY WOULD OTHERWISE BE EXPOSED TO VIEW.18UPON COMPLETION OF THE FIRE ALARM SYSTEM INSTALLATION AND PROGRAMMING, THE INSTALLING CONTRACTOR SHALL PERFORM FINAL TESTINGOF THE ENTIRE SYSTEM, PER ALL APPLICABLE CODES, AND SHALL COORDINATE AND PERFORM A FINAL FIRE ALARM SYSTEM INSPECTION.19IN NO CASE SHALL THE CONDUCTORS WITHIN METALLIC RACEWAY EXCEED 40% FILL. IN SUCH SITUATIONS LARGER SERIES WIRE MOLD OR OTHERCONDUIT SHALL BE USED.20ALL WORK WILL FOLLOW CURRENT NEC STANDARDS FOR CONDUIT, GROUNDING, INSTALLATION OF WIRING AND WIRE TYPES.DRAWING ACCEPTANCETHIS DRAWING IS TO BE USED ONLY FOR THE PURPOSE OF PLACING AND LOCATING JOHNSON CONTROLS EQUIPMENT AND IS NOT TO BE USED FOR ANYOTHER PURPOSES. IT IS THE RESPONSIBILITY OF THE LOCAL JOHNSON CONTROLS SALES & SERVICE OFFICE (SSO) TO REVIEW THE CONTENT OF THESEDRAWINGS FOR ACCURACY AND COMPLIANCE WITH LOCAL AND STATE CODES PRIOR TO RELEASING THEM TO THE FIELD.RECORD DRAWINGSALL WORK PERFORMED IN THE FIELD SHALL BE ACCURATELY RECORDED ON THESE DRAWINGS AND RETURNED TO THE JOHNSON CONTROLS OFFICE AT THEADDRESS LISTED ABOVE.MONITORING LOCATIONSJOHNSON CONTROLS14200 EXPOSITION AVE.AURORA, CO. 800121-800-428-7124ALARM SERVICE CO:360682-221SERVICE CENTER NUMBER:768UL LISTING: S949-183 XXXXXX
CABLE TAGX#
XXXXXX----XXXXXXXXXXXXXXXXXXIDENTIFIERSTYPEDESCRIPTIONELEVATION IDENTIFIER :DETAIL/SHEET NUMBERSECTION IDENTIFIER:DETAIL/SHEET NUMBERTAGSTYPEDESCRIPTIONCABLE ID TAGCABLE TAGDEVICE TAG:SYSTEM TYPE/FLOOR-LEVEL/DEVICE NUMBERSHEET NUMBER/DETAILSHEET NOTE TAG MULTILEADERSTYPEDESCRIPTIONCABLE MULTILEADERREVISION MULTILEADERCALLOUT MULTILEADER:DETAIL/SHEET NUMBERDEVICE MULTILEADER:SYSTEM-FLOOR/LEVEL-DEVICE NUMBERSDOOR/DETAIL NUMBERS ----XXXXXXXXXXXXXX
GENERAL SHEETTY001SYMBOLSTY002SHEET INDEXSHEETDESCRIPTION CITY OF CARSONSTEVENSON PARK17400 LYSANDER DR,CARSON, CA 90746 SITE CONTACT INFORMATION:SITE CONTACT NAME:-SITE CONTACT EMAIL ADDRESS:-SITE CONTACT PHONE NUMBER:- SITE PLAN:

SITE LOCATION:TY101OVERALL VIEWTY102DEVICE PLACEMENT PLAN - IDS - MAIN BUILDINGTY103DEVICE PLACEMENT PLAN - IDS - NORTH ACTIVITYTY104DEVICE PLACEMENT PLAN - IDS - SNACK SHACK IMPORTANT NOTICE TO USER: By accepting or using this drawing and/or the information contained herein, the user agrees to the following terms and conditions: The electronic information in the drawing may be subject to intentional or unintentional alteration. Any use, reuse, copying modification or alterationof the information contained herein shall be at the sole risk of the user. This information may not be sold or transferred to any third party, used on other projects or additions to the project for which it was prepared, or used for completion of this project by any third party. Johnson Controls disclaims all liabilityfor the use or reuse of altered files by the user or any third party and such use will be a user's sole risk. User shall, to the fullest extent permitted by law, defend, indemnify, and hold Johnson Controls harmless from any and all claims for loss, damage or injury arising directly or indirectly therefrom.24" X 36" - ARCH D SIZECOPYRIGHT 2018: JOHNSON CONTROLS 2/23/2026 7:11:09 AMLAST PRINTED:LAST SAVED BY:JCENTEM1FILE PATH:C:\Users\jcentem1\OneDrive - Johnson Controls\City of Carson\New Changes\240708 USA_CA_Carson - 17400 LYSANDER DR_IDS (Stevenson Park)\CCWRK-22003\LBS_Drawings_City of Carson - Stevenson Park_IDS_02.23.26_Rev01.dwg NOT FORCONSTRUCTIONDRAWN BY:CHECKED BY:JOB / CASE #:DESIGNED BY:

SHEET:

KEYPLAN:

NOT FOR CONSTRUCTION
ISO 9001:2015Certificate No. US3499REGISTERED FIRMQAS INTERNATIONAL

CENTER OF EXCELLENCE NETWORK
DESCRIPTIONINTDATEMARKISSUE LOG:

SYMBOLS
0010.24.23LFZDEVICE PLACEMENT PLAN0107.16.24DCRRELEASED FOR PROPOSAL0202.16.26MCMUPDATED DRAWINGS0302.23.26MCMPANEL, KEYPAD & HALO REMOVAL----------- ------------- * ACCESS CONTROL PANEL*** ACCESS CONTROL POWER SUPPLY*** LOCK POWER SUPPLY*** ACCESS CONTROL SERVER - RACK MOUNTED *** ACCESS CONTROL BADGING STATION*** TELEPHONE ENTRY SYSTEM*** EMERGENCY CALLBOX*** CREDENTIAL READER*** CREDENTIAL READER-KEYPAD*** CREDENTIAL READER-PINPAD*** BIOMETRIC READER*** BIOMETRIC READER-FINGERPRINT*** BIOMETRIC READER-HAND GEOMETRY *** BIOMETRIC READER-IRIS SCAN*** MOUNTING PEDESTAL*** READER MODULE ENCLOSURE*** DOOR CONTACT*** BALANCED MAGNETIC SWITCH*** DOOR POSITION SENSOR*** OVERHEAD DOOR CONTACT*** ELECTRIC LOCK - GENERIC*** ELECTRIC STRIKE*** MORTISE LOCK*** ELECTRIFIED HANDSET*** MAGLOCK*** TRANSFER HINGE - ELECTRIC*** REX - MOTION DETECTOR*** REQUEST TO EXIT BUTTON*** DOOR RELEASE BUTTON*** EMERGENCY LOCK RELEASE STATION*** EMERGENCY LOCK RELEASE PULLSTATION*** ADA BUTTON*** CRASH BAR*** CHEXIT DEVICE*** PANIC BAR*** PUSHPLATE*** DOOR MONITOR ALARM*** DOOR MONITOR ALARM - KEYSWITCH**

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERACCESS CONTROL SYMBOLS * SPEAKER*** DOOR HORN*** SIREN/SOUNDER*** STROBE*** ROTATING BEACON*** DOOR CONTROL MODULE*** INPUT MODULE*** OUTPUT MODULE*** CONTROL RELAY*** FIRE ALARM RELAY RELEASE ACCESS CONTROL (BY OTHERS)*** PANIC BUTTON*** KEYSWITCH*** GATE CONTROLLER*** DOOR ACTUATOR*** AUTO OPERATOR*** DOOR HOLDER*** TURNSTILE** * VAULT ALARM CONTROL PANEL*** VAULT ALARM TEST SWITCH*** VAULT ALARM MICROPHONE SENSOR*** VAULT ALARM HEAT SENSOR*** VAULT ALARM TEST HORN*** VAULT ALARM DURESS SWITCH*** VAULT ALARM VIBRATION DETECTOR** * INTERCOM CENTRAL EXCHANGE*** INTERCOM SERVER - RACK MOUNT*** INTERCOM*** INTERCOM - DOOR STATION*** INTERCOM - SUB STATION*** INTERCOM - MASTER STATION*** VIDEO INTERCOM*** VIDEO INTERCOM - DOOR STATION*** VIDEO INTERCOM - SUB STATION*** VIDEO INTERCOM - MASTER STATION**

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERVAULT ALARM SYMBOLS

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERINTERCOM SYMBOLS * PERSONAL ALARM POWER SUPPLY*** PERSONAL ALARM VISUAL ALERT*** PERSONAL ALARM TRANSPONDER BUS UNIT*** DVI/USB EXTENDER FOR WORKSTATIONS*** PERSONAL ALARM CHIME/SOUNDER*** PERSONAL ALARM RECEIVER*** PERSONAL ALARM TRANSPONDER*** PERSONAL ALARM MONITOR/CONSOLE*** PERSONAL ALARM INTERFACE MODULE**

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERPERSONAL ALARM SYMBOLS * INTRUSION DETECTION CONTROL PANEL*** INTRUSION DETECTION POWER SUPPLY*** CELLULAR DIALER*** POINT OF CONNECTION*** PRINTER*** GATEWAY*** MOTION DETECTOR - LONG RANGE*** MOTION DETECTOR - WIDE RANGE*** MOTION DETECTOR - 360°CEILING MOUNTED**

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERINTRUSION DETECTION SYMBOLS * DOOR CONTACT*** BALANCED MAGNETIC SWITCH*** DOOR POSITION SENSOR*** OVERHEAD DOOR CONTACT*** DOOR MONITOR ALARM*** DOOR MONITOR ALARM - KEYSWITCH*** SPEAKER*** DOOR HORN*** SIREN/SOUNDER*** STROBE*** ROTATING BEACON*** PANIC BUTTON*** PANIC LIGHT*** GLASSBREAK*** WATER SENSOR*** TAMPER SWITCH*** HI/LO TEMPERATURE SENSOR*** HI/LO AIR PRESSURE SUPERVISION*** KEYSWITCH*** KEYPAD - ALPHANUMERIC*** DAYTIME ANNUNICATOR*** ADDRESSABLE MODULE - SIM/POPIT*** ZONE EXPANSION MODULE** * PHOTOELECTRIC BEAM - TRANSMITTER*** PHOTOELECTRIC BEAM - RECEIVER** * VIDEO SURVEILLANCE HEAD END*** VIDEO SURVEILLANCE POWER SUPPLY*** VIDEO SURVEILLANCE SERVER - RACK MOUNT*** VIDEO SURVEILLANCE SERVER*** VIDEO SERVER*** VIDEO STORAGE*** NETWORK VIDEO RECORDER*** DIGITAL VIDEO RECORDER*** VIDEO CASSETTE RECORDER**

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERVIDEO SURVEILLANCE SYMBOLS * NETWORK VIDEO ENCODER*** SINGLE CHANNEL ENCODER*** MULTI CHANNEL ENCODER*** POWER OVER ETHERNET*** CORE SWITCH*** VIDEO CLIENT*** CAMERA BULLETP1465-LE** CAMERA FISHEYE M4318-PLVE** CAMERA 180°P3087-PVE** CAMERA MOUNT - WALL *** CAMERA MOUNT - INTERIOR CORNER *** CAMERA MOUNT - EXTERIOR CORNER*** CAMERA MOUNT - PENDANT*** CAMERA MOUNT - POLE *** CAMERA MOUNT - ROOF/PARAPET ** * POWER OVER ETHERNET INJECTOR*** NETWORK SWITCH**
* DATA JACK*** TELCO JACK*** DATA/TELCO JACK*** JUNCTION BOX*** COPPER PATCH PANEL*** CIRCUIT BREAKER PANEL*** SURGE PROTECTION*** UNINTERRUPTIBLE POWER SUPPLY*** SECURITY BACKBOARD**

SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERELECTRICAL SYMBOLS * SECURITY ENCLOSURE*** RACK*** ELECTRONIC ARTICLE SURVEILLANCE*** WORKSTATION*** SERIAL SWITCH*** ACCESS/EDGE SWITCH (POE/NON-POE)*** TOGGLE SWITCH*** ANSUL CONNECTION UNIT*** WIRELESS COMMUNICATION DEVICE*** FLOOR PENETRATION*** CONDUIT/WIRE DOWN*** CONDUIT/WIRE UP*** WALL SLEEVE*** CABLE TRAY*** WALL PENETRATION*** HOMERUN** * PUBLIC VIEW MONITOR*** KEYBOARD/VIDEO/MONITOR SPLITTER** * FIBER PATCH PANEL*** FIBER OPTIC TERMINAL RACK*** FIBER OPTIC RECEIVER*** FIBER OPTIC TRANSPONDER*** WIRE TO FIBER OPTIC CONVERTER*** FIBER OPTIC SPLICE BOX** SYMBQTYDESCRIPTIONMODEL / PART NUMBERMANUFACTURERFIBER OPTIC SYMBOLS* 120VAC/20A DED. UNSWITCHED DUPLEX RECEPTACLE*** 120VAC/20A DED. UNSWITCHED CIRCUIT W/ DISCONNECT*** DISCONNECT SWITCH - NON-FUSIBLE *** DISCONNECT SWITCH - FUSIBLE** C
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ABBREVIATIONSSYMBDESCRIPTIONACALTERNATING CURRENTACSACCESS CONTROL SYSTEMAFFABOVE FINISHED FLOORAFGABOVE FINISHED GRADEAMPAMPEREAUXAUXILIARYAWGAMERICAN WIRE GAUGEBFGBELOW FINISH GRADEBLDGBUILDINGCCMCEILING MOUNTEDCIRCCIRCUITCLCENTER LINECONDCONDUITCOCOMPANYDCDIRECT CURRENTDIADIAMETERDNDOWNDWGDRAWING°DEGDEGREEELECELECTRICALEAEACHEXTEXTERIOREXEXISTING DEVICEEQUIPEQUIPMENTECELECTRICAL CONTRACTORXPEXPLOSION PROOFFLFLOORFTFEETGCGENERAL CONTRACTORGUIGRAPHICAL USER INTERFACEGNDGROUNDHWHARDWIREDIDIDENTIFICATIONININCHESICSINTERCOM CONTROL SYSTEMIDSINTRUSION DETECTION SYSTEMKWKILOWATTLVLLEVELMAXMAXIMUMMINMINIMUMMFRMANUFACTURERMTDMOUNTEDN4NEMA 4 - NON CORROSION-PROOFENCLOSUREN4XNEMA 4 - CORROSION-PROOFENCLOSUREN12NEMA 12 - SEALED ENCLOSURENDNEW DEVICE#NUMBERPNLPANELPASPERSONAL ALARM SYSTEMPH ØPHASEPSPOWER SUPPLYQTYQUANITITYREQ'DREQUIREDSECSECONDARYTEMPTEMPERATURETYPTYPICALUPSUNINTERRUPTED POWER SUPPLYVASVAULT ALARM SYSTEMVSSVIDEO SURVEILLANCE SYSTEMVVOLTAGEVACVOLTAGE ALTERNATING CURRENTVDCVOLTAGE DIRECT CURRENTWWMWALL MOUNTEDWWATTSWPWEATHERPROOFWDWIRELESS DEVICEW/WITH CAMERA ABBREVIATIONSBBULLETCVTCOVERTIPINTERNET PROTOCOLIRINFRAREDMPMEGA-PIXELNVNIGHT VISIONPTZPAN/TILT/ZOOMTTHERMALVRVANDAL RESISTANTDETDETENTION9090 DEGREES180180 DEGREES270270 DEGREES360360 DEGREES * CAMERA 360°P3719-PLE*360°* CAMERA FIXED DOMEP3265-LVP3265-LVE* CAMERA DUAL HEADP4707-PLVE*DUAL 180°FISHEYEBULLET Office105WeightRoom106StorageCorridorOffice/ConferenceRoom103WomensBathroom107MensBathroom108CorridorWomensBathroom115Control109Storage110kitchen111Multi PurposeRoom114MechanicalRoom112 Gymnasium116 EquipmentStorage117
Storage

NORTH ACTIVITY ROOM

SNACK SHACK

MAIN BUILDING
IMPORTANT NOTICE TO USER: By accepting or using this drawing and/or the information contained herein, the user agrees to the following terms and conditions: The electronic information in the drawing may be subject to intentional or unintentional alteration. Any use, reuse, copying modification or alterationof the information contained herein shall be at the sole risk of the user. This information may not be sold or transferred to any third party, used on other projects or additions to the project for which it was prepared, or used for completion of this project by any third party. Johnson Controls disclaims all liabilityfor the use or reuse of altered files by the user or any third party and such use will be a user's sole risk. User shall, to the fullest extent permitted by law, defend, indemnify, and hold Johnson Controls harmless from any and all claims for loss, damage or injury arising directly or indirectly therefrom.24" X 36" - ARCH D SIZECOPYRIGHT 2018: JOHNSON CONTROLS 2/23/2026 7:11:11 AMLAST PRINTED:LAST SAVED BY:JCENTEM1FILE PATH:C:\Users\jcentem1\OneDrive - Johnson Controls\City of Carson\New Changes\240708 USA_CA_Carson - 17400 LYSANDER DR_IDS (Stevenson Park)\CCWRK-22003\LBS_Drawings_City of Carson - Stevenson Park_IDS_02.23.26_Rev01.dwg NOT FORCONSTRUCTIONDRAWN BY:CHECKED BY:JOB / CASE #:DESIGNED BY:

SHEET:

KEYPLAN:

NOT FOR CONSTRUCTION
ISO 9001:2015Certificate No. US3499REGISTERED FIRMQAS INTERNATIONAL

CENTER OF EXCELLENCE NETWORK
DESCRIPTIONINTDATEMARKISSUE LOG:

OVERALL VIEW
0010.24.23LFZDEVICE PLACEMENT PLAN0107.16.24DCRRELEASED FOR PROPOSAL0202.16.26MCMUPDATED DRAWINGS0302.23.26MCMPANEL, KEYPAD & HALO REMOVAL----------- ------------- SCALE:NTSAOVERALL VIEW
Office105WeightRoom106StorageCorridorOffice/ConferenceRoom103WomensBathroom107MensBathroom108CorridorWomensBathroom115Control109Storage110kitchen111Multi PurposeRoom114MechanicalRoom112 Gymnasium116 EquipmentStorage117
Storage

NORTH ACTIVITY ROOM

SNACK SHACK

MAIN BUILDING
Office105WeightRoom106StorageCorridorOffice/ConferenceRoom103WomensBathroom107MensBathroom108CorridorWomensBathroom115Control109Storage110kitchen111Multi PurposeRoom114MechanicalRoom112 Gymnasium116 EquipmentStorage117
Storage
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KP-01SN-01
HOST-01RE
PZN-28PZN-29
IMPORTANT NOTICE TO USER: By accepting or using this drawing and/or the information contained herein, the user agrees to the following terms and conditions: The electronic information in the drawing may be subject to intentional or unintentional alteration. Any use, reuse, copying modification or alterationof the information contained herein shall be at the sole risk of the user. This information may not be sold or transferred to any third party, used on other projects or additions to the project for which it was prepared, or used for completion of this project by any third party. Johnson Controls disclaims all liabilityfor the use or reuse of altered files by the user or any third party and such use will be a user's sole risk. User shall, to the fullest extent permitted by law, defend, indemnify, and hold Johnson Controls harmless from any and all claims for loss, damage or injury arising directly or indirectly therefrom.24" X 36" - ARCH D SIZECOPYRIGHT 2018: JOHNSON CONTROLS 2/23/2026 7:11:12 AMLAST PRINTED:LAST SAVED BY:JCENTEM1FILE PATH:C:\Users\jcentem1\OneDrive - Johnson Controls\City of Carson\New Changes\240708 USA_CA_Carson - 17400 LYSANDER DR_IDS (Stevenson Park)\CCWRK-22003\LBS_Drawings_City of Carson - Stevenson Park_IDS_02.23.26_Rev01.dwg NOT FORCONSTRUCTIONDRAWN BY:CHECKED BY:JOB / CASE #:DESIGNED BY:

SHEET:

KEYPLAN:

NOT FOR CONSTRUCTION
ISO 9001:2015Certificate No. US3499REGISTERED FIRMQAS INTERNATIONAL

CENTER OF EXCELLENCE NETWORK
DESCRIPTIONINTDATEMARKISSUE LOG:

DEVICE PLACEMENT PLAN -IDS - MAIN BUILDING
0010.24.23LFZDEVICE PLACEMENT PLAN0107.16.24DCRRELEASED FOR PROPOSAL0202.16.26MCMUPDATED DRAWINGS0302.23.26MCMPANEL, KEYPAD & HALO REMOVAL----------- ------------- SCALE:1/8" =1'-0"ADEVICE PLACEMENT PLAN - IDS - MAIN BUILDING04'8'16'SCALE: 1/8"=1'-0"(IN FEET) A
Office105WeightRoom106StorageCorridorOffice/ConferenceRoom103WomensBathroom107MensBathroom108CorridorWomensBathroom115Control109Storage110kitchen111Multi PurposeRoom114MechanicalRoom112 Gymnasium116 EquipmentStorage117
Storage

NORTH ACTIVITY ROOM

SNACK SHACK

MAIN BUILDING
CCCCCC
M ZN-18ZN-19ZN-20ZN-21ZN-22ZN-23
REP-01
IMPORTANT NOTICE TO USER: By accepting or using this drawing and/or the information contained herein, the user agrees to the following terms and conditions: The electronic information in the drawing may be subject to intentional or unintentional alteration. Any use, reuse, copying modification or alterationof the information contained herein shall be at the sole risk of the user. This information may not be sold or transferred to any third party, used on other projects or additions to the project for which it was prepared, or used for completion of this project by any third party. Johnson Controls disclaims all liabilityfor the use or reuse of altered files by the user or any third party and such use will be a user's sole risk. User shall, to the fullest extent permitted by law, defend, indemnify, and hold Johnson Controls harmless from any and all claims for loss, damage or injury arising directly or indirectly therefrom.24" X 36" - ARCH D SIZECOPYRIGHT 2018: JOHNSON CONTROLS 2/23/2026 7:11:13 AMLAST PRINTED:LAST SAVED BY:JCENTEM1FILE PATH:C:\Users\jcentem1\OneDrive - Johnson Controls\City of Carson\New Changes\240708 USA_CA_Carson - 17400 LYSANDER DR_IDS (Stevenson Park)\CCWRK-22003\LBS_Drawings_City of Carson - Stevenson Park_IDS_02.23.26_Rev01.dwg NOT FORCONSTRUCTIONDRAWN BY:CHECKED BY:JOB / CASE #:DESIGNED BY:

SHEET:

KEYPLAN:

NOT FOR CONSTRUCTION
ISO 9001:2015Certificate No. US3499REGISTERED FIRMQAS INTERNATIONAL

CENTER OF EXCELLENCE NETWORK
DESCRIPTIONINTDATEMARKISSUE LOG:

DEVICE PLACEMENT PLAN -IDS - NORTH ACTIVITY
0010.24.23LFZDEVICE PLACEMENT PLAN0107.16.24DCRRELEASED FOR PROPOSAL0202.16.26MCMUPDATED DRAWINGS0302.23.26MCMPANEL, KEYPAD & HALO REMOVAL----------- ------------- SCALE:1/4" =1'-0"ADEVICE PLACEMENT PLAN - IDS - NORTH ACTIVITY02'4'8'SCALE: 1/4"=1'-0"(IN FEET) B
Office105WeightRoom106StorageCorridorOffice/ConferenceRoom103WomensBathroom107MensBathroom108CorridorWomensBathroom115Control109Storage110kitchen111Multi PurposeRoom114MechanicalRoom112 Gymnasium116 EquipmentStorage117
Storage

NORTH ACTIVITY ROOM

SNACK SHACK

MAIN BUILDING
CC COH
OHZN-24ZN-25ZN-26
ZN-27
REP-02
IMPORTANT NOTICE TO USER: By accepting or using this drawing and/or the information contained herein, the user agrees to the following terms and conditions: The electronic information in the drawing may be subject to intentional or unintentional alteration. Any use, reuse, copying modification or alterationof the information contained herein shall be at the sole risk of the user. This information may not be sold or transferred to any third party, used on other projects or additions to the project for which it was prepared, or used for completion of this project by any third party. Johnson Controls disclaims all liabilityfor the use or reuse of altered files by the user or any third party and such use will be a user's sole risk. User shall, to the fullest extent permitted by law, defend, indemnify, and hold Johnson Controls harmless from any and all claims for loss, damage or injury arising directly or indirectly therefrom.24" X 36" - ARCH D SIZECOPYRIGHT 2018: JOHNSON CONTROLS 2/23/2026 7:11:14 AMLAST PRINTED:LAST SAVED BY:JCENTEM1FILE PATH:C:\Users\jcentem1\OneDrive - Johnson Controls\City of Carson\New Changes\240708 USA_CA_Carson - 17400 LYSANDER DR_IDS (Stevenson Park)\CCWRK-22003\LBS_Drawings_City of Carson - Stevenson Park_IDS_02.23.26_Rev01.dwg NOT FORCONSTRUCTIONDRAWN BY:CHECKED BY:JOB / CASE #:DESIGNED BY:

SHEET:

KEYPLAN:

NOT FOR CONSTRUCTION
ISO 9001:2015Certificate No. US3499REGISTERED FIRMQAS INTERNATIONAL

CENTER OF EXCELLENCE NETWORK
DESCRIPTIONINTDATEMARKISSUE LOG:

DEVICE PLACEMENT PLAN -IDS - SNACK SHACK
0010.24.23LFZDEVICE PLACEMENT PLAN0107.16.24DCRRELEASED FOR PROPOSAL0202.16.26MCMUPDATED DRAWINGS0302.23.26MCMPANEL, KEYPAD & HALO REMOVAL----------- ------------- SCALE:1/4" =1'-0"ADEVICE PLACEMENT PLAN - IDS - SNACK SHACK02'4'8'SCALE: 1/4"=1'-0"(IN FEET) C

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 23 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Acknowledgement of Addendum 1

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 24 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Required General Attachments

Purchasing Division
701 E. Carson Street
Carson, CA 90745

EXHIBIT A

GENERAL ATTACHMENTS
Exhibit A contains the City’s required forms and attachments. All forms must be completed and submitted; failure to do so may result in disqualification.  Bidder/Proposer Affidavit
 Affidavit of Non-Collusion and Non-Discrimination
 Affidavit of Non-Federal Lobbyist Requirement
 Debarment and Suspension Certification
 Acknowledgment of Insurance Endorsements
 Client Reference List
 Certification of Compliance with Labor Code Section 3700  W9

Bidder/Proposer AffidavitBidder/Proposer Name: _________________________________________________________________Mailing Address: _________________________________________________________________ _________________________________________________________________Main Contact & Title: _________________________________________________________________Email: ___________________________________ Phone: __________________________________BIDDER/PROPOSER SIGNATURE AUTHORIZATION AND CERTIFICATIONPer the California Corporate Code, Business and Processions Code, the Bidder's/ Proposer’sBylaws/Operating Agreement and/or the attached Board Resolutions (if applicable), I/we hereby verity the following: 1. That I/we am/are (an) authorized signatory(ies) for the Bidder/Proposer and as such am/are authorizedto sign and bind the Bidder/Proposer to contract with the City of Carson;2. That the bid/proposal was not made in the interest or behalf of any person, partnership, company,association, organization or corporation not named or disclosed;3. That the bid/proposal is genuine; that all statements of fact in the bid/proposal are true;4. That the Bidder has not been debarred from participation in any State or Federal works project;Signature: ___________________________ Date: _____________________________Name: _____________________________Title: _____________________________Signature:____________________________ Date: _____________________________Name: _____________________________Title: _____________________________BIDDER/PROPOSER AUTHORITY IS PROVIDED IN ACCORDANCE WITH:Bidder/Proposer's Bylaws/Operating Agreement Section: _____________________________Board ResolutionCorporate or Business Professions Code IMPORTANT NOTE: If the signature authorization status of any individual changes at any time, it is the responsibility of the Bidder to contact the authorized City Staff regarding the change and to complete and submit new Bidder Information Form. Incorrect information on file may delay the processing of any of thedocuments submitted.

Purchasing Division701 E. Carson StreetCarson, CA 90745 XHVAC Installation ManagerJames Parker2/25/2026(702) 664-9100 [email protected] Thummell, Account Executive7711 Center Ave, Suite 650 Huntington Beach, CA 92647Johnson Controls Building Solutions, LLC

Affidavit of Non-Collusion and Non-DiscriminationI hereby swear (or affirm) under the penalty of perjury:That the attached proposal or bid has been arrived at by the responder independently and has been submitted without collusion with and without any agreement, understanding, or planned common course of action with any other firm or entity designed to limit fair and open competition;That the contents of the proposal or bid response have not been communicated by the responder or its employees or agents to any person not an employee or agent of the responder and will not be communicated to any such persons prior to the official opening of the solicitation responses; andThe proposer/bidder does not and shall not discriminate, will provide equal employment practices, and will adhere to an affirmative action program to ensure that in their employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.I certify that the above statements are true and accurate.Authorized Official: Signature:___________________________Date: _____________________________Name: _____________________________Title: _____________________________ Purchasing Division701 E. Carson StreetCarson, CA 90745 HVAC Installation ManagerJames Parker2/25/2026

Affidavit of Non-Federal Lobbyist RequirementName of Firm: _______________________________________________________________________Address: ______________________________________________________________________________________________________________________________________________Telephone: _____________________________I hereby swear (or affirm) under the penalty of perjury:1. No Federal appropriated funds have been paid, by or on behalf of the above named firm to any personfor influencing or attempting to influence an officer or employee of an agency, a Member of Congress, anofficer of employee of Congress, or an employee of a Member of Congress in connection with theawarding of any Federal contract, the making of any Federal grant, loan or cooperative agreement, andany extension, continuation, renewal, amendment, or modification thereof, and;2. If any funds other than Federal appropriated funds have paid or will be paid to any person forinfluencing or attempting to influence an officer or employee or any agency, a Member of Congress oremployee of Congress or an employee of a Member of Congress in connection with this Federal contract,grant loan, or cooperative agreement, the above named firm shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions, and;3. The above-name firm shall require that the language of this certification be included in the awarddocuments for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants,loans, and cooperative agreement) and that all sub-recipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into the transaction imposed by Section 1352 Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Authorized Official: Signature:___________________________Date: _____________________________Name: _____________________________Title: _____________________________ Purchasing Division701 E. Carson StreetCarson, CA 90745 HVAC Installation ManagerJames Parker2/25/2026
(562) 594-32007711 Center Ave, Suite 650 – Huntington Beach, CA 92647Johnson Controls Building Solutions, LLC.

Debarment and Suspension CertificationName of Firm: ____________________________________________________________Acting on behalf of the above-named firm (“Consultant”), as its Authorized Official, I, the undersigned, certify as follows: I am a duly authorized representative of (“Consultant”). Consultant certifies, to the best of its knowledge and belief, that Consultant, including its principals: Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency, and not does not have a proposed debarment pending; Has not within the three-year period preceding this certification been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction, contract, or subcontract under a public transaction; for violation of federal or state antitrust statutes; or for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) above; and Has not within the three-year period preceding this certification had one or more public transactions (federal, state or local) terminated for cause or default. Consultant further certifies that Consultant, including its principals, is not listed on the government-wide exclusions in the System for Award Management. Consultant acknowledges that falsely providing this certification may result in criminal prosecution or administrative sanctions, and that this certification is a required component of all proposals in response to this IFB/RFP/RFQ. A proposal that does not include a completed and signed version of this certification will be deemed incomplete and materially nonresponsive, and will not be considered. Authorized Official: Signature:___________________________Date: _____________________________Name: _____________________________Title: _____________________________ Purchasing Division701 E. Carson StreetCarson, CA 90745 HVAC Installation ManagerJames Parker2/25/2026
Johnson Controls Building Solutions, LLC.

Acknowledgment of Insurance EndorsementsIn recognition of _________________________________ (“Company”) having submitted a proposal or bid to the City of Carson IFB/RFP/RFQ #_______________, dated ________________, 202__(“RFP”/”IFB”/”RFQ”), issued by the City of Carson (“City”), and in further recognition that the City requires Company to comply with certain insurance requirements (i) as set forth in Section ______ (“Insurance Provisions”) of the Agreement (which Agreement is defined in and made part of the IFB/RFP/RFQ) and (ii) the Other Insurance requirements described in the IFB/RFP/RFQ, if any, I represent that I am theauthorized Insurance Broker of Record for Company, and by signing below, I acknowledge, warrant andrepresent that Company meets the requirements set forth in Insurance Provisions and any applicableOther Insurance requirements, and if requested , shall furnish all the insurance endorsements prescribedin the Insurance Provisions and Other Insurance within thirty (30) days of contract award, as respecting.[PLEASE CHECK ALL THAT APPLY]____ General Liability ____ Automobile Liability ____ Worker’s Compensation ____ Professional Liability ____ Pollution LiabilityOther Insurance Provisions: ____ Cyber Liability____ Crime Insurance ____ Bonds____________________________________ ____________________________________Name of Insurer [Print] Name, Title [Print]____________________________________ ____________________________________Signature Date Purchasing Division701 E. Carson StreetCarson, CA 90745 As the signatory of this document, I can attest that Johnson Controls Building Solutions LLC maintains these insurance requirements as demonstrated within the attached certificates of insurance., HVAC Installation Manager2/25/2026James ParkerMarsh USA Inc.XXXXXXXX 6February 2526-013Johnson Controls Building Solutions, LLC.

5.1 Excess NH Auto is Follow Form10/01/2025XA 2,000,000MWXS 313944-25 (OH & WA)XCU Included2414710/01/2026A 10/01/202610/01/2026X CN101230596--5-25-26*
1,000,000
Marsh | U.S. OperationsCHI-011113357-0110/01/2025X INC IN GEN AGG10/01/2025 02/24/2026
X 110/01/202510/01/20261,000,000X 1,000,0001,000,000A [email protected]/01/202610/01/2025MWTB 313946-25 (Excludes NH)50,000to Primary NH AutoMWC 313943-25 (AOS - see page 2)1,000,000ACity of Carson, its elected and appointed officers, employees, volunteers and agents are included as additional insured per the attached. See attached Acord 101 for additional information including Additional Insured, Primary/Non-contributory, Waiver of Subrogation and Notice of Cancellation provisions.

Johnson Controls Building Solutions, LLC Johnson Controls, Inc. Johnson Controls Security Solutions LLC (See attached Acord 101) Johnson Controls Fire Protection LP Milwaukee, WI 53209 5757 North Green Bay Avenue1,000,000MWZX 313950-25 (Excess NH $4.75M)Old Republic Insurance CompanyX 155 N. WACKER, SUITE 1200 MARSH USA LLC. Attn: [email protected] Chicago, IL 60661AMWZY 313947-25N Carson, CA 90745 City of Carson 701 E Carson Street 10/01/2025MWTB 313949-25 (Primary NH)A 1,000,000(866) 966-4664Contractual LiabilityX 10/01/2026

MARSH USA LLC.

ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCEWAIVER OF SUBROGATION:PRIMARY COVERAGE:applies to both ongoing and completed operations.The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-insurance, where required by written lease or written contract. For General Liability, this WORKERS COMPENSATION:Workers Compensation "AOS" Policy includes coverage for employees from the following States WHILE WORKING IN ANY STATE:AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, ADDITIONAL INSURED - GENERAL LIABILITY:ADDITIONAL INSURED - AUTOMOBILE LIABILITY:then the Liability Limit is limited to $1,000,000.The General Liability, Automobile Liability, Workers’ Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder and any other person or organization, BUT ONLY to the policy endorsements.Should any of the above described policies be cancelled, other than for non-payment, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the The General Liability Insurance includes insurance for ongoing operations and completed operations.Solutions, LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; 5757 North Green Bay AvenueFor General Liability, if required by written contract, the following are included as additional insureds, as required pursuant to a written contract with a named insured, per attached Policy Endorsements A2 and A2A: The Automobile Liability policy, if required by written contract, includes coverage for Additional Insureds as required by such written contract.Integrated Systems and Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, LLC.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building LIMIT OF LIABILITY: extent required by written contract.THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE, AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT LLC; Silent-Aire USA Inc.; Silent-Aire Mission Critical Service LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS:Johnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson NAMED INSURED:

MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WI, & WV. Johnson Controls Building Solutions, LLC Johnson Controls, Inc. Johnson Controls Fire Protection LP Milwaukee, WI 53209 PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED.Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; York International Corporation Johnson Controls Security Solutions LLC (See attached Acord 101) Controls US Holdings, Inc.; M&M Refrigeration, LLC; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems, Inc.; Retail Expert, Inc.; Security Enhancement Systems LLC; Sensormatic Electronics, The Liability Limit that applies is the amount indicated on the face of this Certificate of Liability Insurance, or the minimum Liability limit that is required by the written contract, whichever is less. If there is no contract Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM:Systems Group LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.;

16535
EOC0238122-081,000,000Professional Liability
CN101230596-J&T-PL-26-27Marsh | U.S. Operations
02/01/2027
CHI-011113359-0102/24/20261
1,000,000Aggregate Limit
[email protected]
02/01/2026Each Claim and Related Claim
(and see attached) Johnson Controls International plc Milwaukee, WI 53209 5757 North Green Bay AvenueZurich American Insurance Company 155 N. WACKER, SUITE 1200 MARSH USA LLC Attn: [email protected] CHICAGO, IL 60661 N Carson, CA 90745 City of Carson 701 E Carson Street (866) 966-4664
A

MARSH USA LLCJohnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Solutions, LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; NAMED INSURED:Integrated Systems and Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, LLC; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM:Systems Group, LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.;All services including Technology Services, Construction Management Services and Design/Build Services, Fire & Security products and services performed by the Building Technologies & Solutions units of Johnson Controls International plc. or on behalf of Building Technologies & Solutions Units of Johnson Controls International plc. by others acting under their direction or trade name, including any such services that are Controls US Holdings, Inc.; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems, Inc.; Retail Expert, Inc.; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Professional Liability coverage is claims-made.The Professional Liability insurance referenced herein was placed by Aon Risk Services Central, Inc., or one or more of its subsidiaries or affiliates. Marsh is evidencing this coverage on this certificate for your Investment LLC; ShopperTrak RCT LLC; Silent-Aire USA Inc.; Silent-Aire Mission Critical Services LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; performed electronically utilizing the Internet or a network of two or more computers.convenience.York International Corporation (and see attached) Johnson Controls International plc 5757 North Green Bay Avenue Milwaukee, WI 53209 24147
MWZZ 313945 251,000,000Contractors Pollution
CN101230596-.-14-25-26Marsh | U.S. Operations
10/01/2026
CHI-011113360-0102/24/20261
1,000,000Liability General Aggregate
[email protected]
10/01/2025Per Occurrence
Johnson Controls Building Solutions, LLC Johnson Controls, Inc. Johnson Controls Security Solutions LLC (See attached Acord 101) Johnson Controls Fire Protection LP Milwaukee, WI 53209 5757 North Green Bay AvenueOld Republic Insurance Company 155 N. WACKER, SUITE 1200 MARSH USA LLC. Attn: [email protected] Chicago, IL 60661 N Carson, CA 90745 City of Carson 701 E Carson Street (866) 966-4664
A

MARSH USA LLC.Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; York International CorporationJohnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Solutions, LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT LLC; Silent-Aire USA Inc.; Silent-Aire Mission Critical Service LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; Controls US Holdings, Inc.; M&M Refrigeration, LLC; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems, Inc.; Retail Expert, Inc.; Security Enhancement Systems LLC; Sensormatic Electronics, NAMED INSURED:Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM:Systems Group LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.; 5757 North Green Bay AvenueIntegrated Systems and Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, LLC.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building Johnson Controls Building Solutions, LLC Johnson Controls, Inc. Johnson Controls Fire Protection LP Milwaukee, WI 53209 Johnson Controls Security Solutions LLC (See attached Acord 101) 26387
SPR0131628-081,000,000Cyber Liability
CN101230596-All-Cyber-26-27Marsh | U.S. Operations
02/01/2027
CHI-011113384-0102/24/[email protected]
02/01/2026Each Occurrence
(and see attached) Johnson Controls International plc Milwaukee, WI 53209 5757 North Green Bay AvenueSteadfast Insurance Company 155 N. WACKER, SUITE 1200 MARSH USA LLC Attn: [email protected] CHICAGO, IL 60661 N Carson, CA 90745 City of Carson 701 E Carson Street (866) 966-4664
A

MARSH USA LLCJohnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Solutions, LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; NAMED INSURED:Integrated Systems and Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, LLC; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM:Systems Group, LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.;OTHER BROKER:The Cyber Liability insurance referenced herein were placed by Aon Risk Services Central, Inc., or one or more of its subsidiaries or affiliates. Marsh is evidencing this coverage on this certificate for your Controls US Holdings, Inc.; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems, Inc.; Retail Expert, Inc.; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Investment LLC; ShopperTrak RCT LLC; Silent-Aire USA Inc.; Silent-Aire Mission Critical Services LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; convenience.York International Corporation (and see attached) Johnson Controls International plc 5757 North Green Bay Avenue Milwaukee, WI 53209 32727
FSXDD26006941,000,000CRIME COVERAGE
CN101230596-FINPR-Crime-26-27Marsh | U.S. Operations
02/01/2027
CHI-011113386-0102/24/[email protected]
02/01/2026Any One Loss
Tyco International Holding S.a.r.l. Johnson Controls, Inc. (see attached Acord 101) SimplexGrinnell LP Milwaukee, WI 53209 5757 North Green Bay AvenueLloyd's of London 155 N. WACKER, SUITE 1200 MARSH USA LLC Attn: [email protected] Chicago, IL 60661 N Carson, CA 90745 City of Carson 701 E Carson Street (866) 966-4664
A

MARSH USA LLCInvestment LLC; ShopperTrak RCT LLC; Silent-Aire USA Inc.; Silent-Aire Mission Critical Services LLC; Tyco Fire & Security LLC; Tyco Fire Products LP; Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; Controls US Holdings, Inc.; Master Protection, LP dba FireMaster; Qolsys, Inc.; Rescue Air Systems, Inc.; Retail Expert, Inc.; Sensormatic Electronics, LLC; Sensormatic USA LLC; ShopperTrak International Integrated Systems and Power, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Air Conditioning and Refrigeration, LLC; Johnson Controls Building Automation Systems, LLC; Johnson Controls Building Cental Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Exacq Technologies, Inc.; FM:Systems Europe Limited; FM:Systems Group, LLC; Grinnell LLC; Haz-Tank Fabricators, Inc.;Johnson Controls, Inc.; Johnson Controls Navy Systems, LLC; Johnson Controls North America Products, LLC; Johnson Controls PI Project Site Operations LLC; Johnson Controls Security Solutions LLC; Johnson Solutions, LLC; Johnson Controls Capital LLC; Johnson Controls Federal Systems, LLC; Johnson Controls Fire Protection LP; Johnson Controls Foundation, Inc.; Johnson Controls Government Systems, LLC; The Crime insurance referenced herein was placed by Aon Risk Services Central, Inc., or one or more of its subsidiaries or affiliates. Marsh is evidencing this coverage on this certificate for your convenience.York International Corporation 5757 North Green Bay AvenueNAMED INSURED: Tyco International Holding S.a.r.l. Johnson Controls, Inc. SimplexGrinnell LP Milwaukee, WI 53209 (see attached Acord 101)

Client Reference ListProvide at least 3 references for projects of similar scope and capacity completed within the last 3 years. The City reserves the right to contact any references provided. Bidder/Proposer Name: ______________________________________________________1. Client Name: __________________________________________________________Address: ________________________________________________________________Contact: ___________________________ Email: _____________________________Project Description: _________________________________________________________Project Start: _______________________ Project End: ________________________Project Budget: _____________________2. Client Name: __________________________________________________________Address: ________________________________________________________________Contact: ___________________________ Email: _____________________________Project Description: _________________________________________________________Project Start: _______________________ Project End: ________________________Project Budget: _____________________3. Client Name: __________________________________________________________Address: ________________________________________________________________Contact: ___________________________ Email: _____________________________Project Description: _________________________________________________________Project Start: _______________________ Project End: ________________________Project Budget: _____________________Authorized Official: Signature: ___________________________Date: _____________________________Name: _____________________________Title: _____________________________ Purchasing Division701 E. Carson StreetCarson, CA 90745 HVAC Installation ManagerJames Parker2/25/2026$8.1M ($2.7M annually)3/20263/2023Access Control Systems, CCTV systems, Software, Hardware, and [email protected] Kim (Seungjun)2221 Park Place, El Segundo 90245Hyundai ENG, America Inc $1.89M ($158,000 annually for 12 years)9/20259/2013Johnson Controls provides preventative maintenance, technical support and upgradesPhone: 562-256-2310Kevin Conklin / Brian Burd275 Magnolia Ave. Long Beach, CAGov. George Deukmejian Courthouse$517,000 ($47,000 annually for 11 years)6/20256/2014Johnson Controls provides preventative maintenance, technical support and upgradesPhone: 562-570-6561April Walker, Project Manager, Public Works411 Ocean Blvd, Long Beach, CA 90502Long Beach Public WorksJohnson Controls Building Solutions, LLC.

2/25/2026James Parker, HVAC Installation ManagerJohnson Controls Building Solutions, LLC.

Johnson Controls
5757 N. Green Bay Ave.

Milwaukee, WI 53209
www.johnsoncontrols.com

January 2026

Clarification of Johnson Controls Building Solutions, LLC’s Form W-8ECI

Dear Customer:

We provide this letter to inform you about an important change regarding the tax forms to be provided in connection with the payments you make for goods and services. You previously received a Form W -9 by Johnson Controls, Inc..

However, pursuant to a broader business initiative, we are centralizing contracts and accounts to a new business entity called Johnson Controls Building Solutions, LLC (the Company).

The Company is a Delaware limited liability company that earns income subject to U.S. tax. Like the current Johnson Controls, Inc. structure, you can make payments to Johnson Controls Building Solutions, LLC for products and services.

You do not have to withhold tax.

For U.S. tax purposes, the Company is a single member LLC owned by a Swiss company in the Johnson Controls family (Tyco Technology GmbH). Therefore, the Company must now provide to you a Form W-8ECI instead of a Form W-9 to support the above noted withholding tax result.

Understanding Form W-8ECI:

The Form W-8ECI certifies that the income earned by the Company is taxed in the United States. This form ensures that you are not required to withhold tax on payments made to us, like the previous arrangement under Form W-9. The language below is taken directly from the Form W-8ECI instructions.

Implications for your reporting:

1. As you make payments to Johnson Controls Building Solutions, LLC, and if a 1042-S is required, then please ensure the 1042-S is issued to Tyco Technology GmbH.

2. Payments made to the Company are not subject to either IRS backup withholding or non -resident alien (NRA) withholding. This means you are not required to withhold any portion of the payment for tax purposes.

Additional Guidance:

You may have noticed that the Form W-8ECI lists the name of Tyco Technology GmbH on line 1 and its corresponding EIN (98-1647226). Johnson Controls Building Solutions, LLC is listed on line 2 of the Form (as directed by the IRS).

For cross-reference purposes within your AP systems, we have also listed the Company’s EIN (83-2862704) on line 2 of the Form W-8ECI.

Please note that the address listed on the Form W-8ECI line 6 represents the formal location of the Company’s operational address and office.

If you have further questions, please consult your corporate tax team to ensure compliance with these requirements.

Source: https://www.irs.gov/pub/irs-pdf/iw8eci.pdf

Request for Proposals #26-013
© 2026 Johnson Controls. Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls.

Page 25 ends

The City of Carson + Johnson Controls
Creating Opportunity for a Better Tomorrow
Modifications to the City’s Form Contract

Purchasing Division
701 E. Carson Street
Carson, CA 90745

EXHIBIT B

CITY FORM CONTRACT
Exhibit B contains the City’s standard contract template, provided for reference.

Proposers seeking modifications must submit a redlined version with their proposal for the City’s consideration. Award is contingent upon successful negotiations; if agreement cannot be reached, the City may proceed with another proposer.

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this day of , 2024 by and between the CITY OF CARSON, a California municipal corporation (“City”) and ,
(“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. All applicable specifications, requirements, regulations, and standards relating to the Scope of Services are identified and incorporated by reference in Exhibit "A." Any conditions upon which Consultant's successful performance depends are specified in the Scope of Services and this Agreement. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and warrants that all materials will be both of good quality, such warranty limited to a period of one (1) year from completion of the services and not extending to any use, reuse, or assignment of completed or uncompleted documents by City. Warranty periods shall not restart upon any repair or replacement. City shall provide Consultant reasonable opportunity to cure any alleged defects before engaging third parties for correction. Any third-party costs for defect correction shall not include excessive markup. This warranty does not constitute a waiver of City's rights under -2- 01007.0001/644685.1
applicable statutes of repose. Consultant disclaims any warranty of non-infringement of intellectual property and any warranty that equipment will be free from cyber threats, hacking, malicious activity, or will detect, eliminate, treat, or mitigate any pathogen, disease, virus, or contagion. Notwithstanding the foregoing, Consultant makes no representations or warranties that its services, products, software, or third-party products or software will be secure from cyber threats, hacking, or other malicious activity, and all such warranties are disclaimed. Consultant warrants that the work shall be free from defects in material and workmanship arising from normal wear and tear for a period of one year from the date of substantial completion of Consultant. Upon written notice from City Consultant shall, at its option, repair or replace the defective work, provided, however, for equipment or materials furnished and/or installed but not manufactured by Consultant, the warranty of Consultant will be limited to extending the warranty terms and conditions which Consultant receives from the manufacturer of said equipment or materials. These warranties do not extend to any work or services that have been abused, altered, misused or repaired by City, or third parties without written approval of Consultant; or if serial numbers or warranty date decals have been removed or altered. City must promptly report any failure of equipment to Consultant in writing. THESE

WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. All other warranties are expressly waived.

For purposes of this Agreement, the phrase “highest
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professional standards” shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City by third Parties hereunder, but only to the extent such fees, assessments, taxes, penalties or interest arise from Consultant's negligent acts or willful misconduct and Consultant has not followed applicable procedures required by this Agreement . Consultant shall comply with all applicable laws regarding such fees, assessments, taxes, penalties and interest.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant is entitled to reasonably rely on the accuracy of all plans, specifications, reports, and other scope -related documents provided by City. City shall provide Consultant with all information in City's possession regarding asbestos -containing materials or hazardous materials at any facility where Consultant may perform work that could disturb such materials. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Consultant has no responsibility for abatement, removal, or disposal of asbestos-containing materials or hazardous materials. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, or suspect asbestos -containing materials or hazardous materials that may be disturbed by Consultant's work, Consultant shall immediately inform the City of such fact and shall stop work until City corrects the condition and provides written confirmation, supported by testing from a licensed testing organization, that -4- 01007.0001/644685.1
work may safely resume. Consultant shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer providing for an equitable adjustment to the Contract Sum, Schedule of Performance, or both to account for the increased or decreased cost or time resulting from such conditions.

1.6 Care of Work.

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

City shall be solely responsible for the security and integrity of its plants, systems, machines, and networks, and shall connect such systems to an enterprise network or the Internet only when necessary and with appropriate security measures, including firewalls, access controls, and network segmentation. City shall establish, operate, maintain, secure, and control all access to its networks and shall provide Consultant with such secure network access as Consultant may reasonably require to perform the services. City shall ensure that any products, software, or systems connected to its networks or to the Internet are protected against unauthorized access and shall implement and maintain data protection measures, including performing regular backups of all City data, software, and files prior to and during Consultant’s performance of the services. -5- 01007.0001/644685.1

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of conflicts among contract documents, the order of precedence shall be: (1) any amendment or rider to this Agreement ; (2) this Agreement ; (3) Exhibit “B” (Special Requirements); (4) Exhibit "A" (Scope of Services); (5) Consultant's proposal or bid; and (6) other referenced documents, with higher -numbered documents taking precedence over lower-numbered documents. In the event of a conflict between the provisions of any amendment or rider and this Agreement, the provisions of such amendment or rider shall prevail.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference for the Scope of Services based on known site conditions as of the Agreement date . The total compensation, including reimbursement for actual expenses, Deleted: a conflict between the provisions of
Deleted: Exhibit “B” and any other provisions of
Deleted: , the provisions of
Deleted: shall govern
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shall not exceed
Dollars ($ ) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period, provided that failure to pay undisputed amounts within ninety (90) days of receipt of Consultant's correct and undisputed invoice shall constitute default under this Agreement . In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Deleted: Dollars ($
Formatted: No underline, Condensed by 0.2 pt
Formatted: Underline, Font color: Black, Condensed by

0.1 pt
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Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. Consultant will provide partial lien waivers for payments received on a mutually agreeable form upon written request by City.

Consultant will provide a full lien waiver on a mutually agreeable form only after receipt of all monies due under this Agreement, upon written request by City.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of 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 plus additional time reasonably needed to overcome the delay's effects 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. Consultant shall not be liable for any delay, interruption, failure to render services, or other non -performance caused in whole or in part by such unforeseeable causes. City shall reimburse Consultant for any increase in Reimbursable Expenses directly or indirectly caused by such unforeseeable causes ; provided, however, that delays caused by hazardous conditions requiring correction under Section 1 .5 shall entitle Consultant to appropriate adjustments to both the Schedule of Performance and Contract Sum, except that when delays, obstructions, accelerations, or hindrances are caused by Parties not under the control of Consultant, Consultant shall be entitled to an equitable adjustment in Contract Sum and Schedule of Performance.

3.4 Term.

Deleted: 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…
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ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

(Name) (Title)
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(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, -10- 01007.0001/644685.1
compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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 , but only with respect to liability arising from Consultant's negligent acts, errors, or omissions, 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 , but only to the extent of Consultant's negligent acts, errors, or omissions. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

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

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. Any failure to comply Deleted: not less than
Deleted: Professional Liability. Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage
may be written on a “claims made” basis, and must
include coverage for contractual liability. The professional liability insurance required by this Agreement must be
endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement.

The insurance must be maintained for at least 5
consecutive years following the completion of
Consultant’s services or the termination of this
Agreement. During this additional 5-year period,
Consultant shall annually and upon request of the City
submit written evidence of this continuous coverage.…
Deleted: Additional Insurance. Policies of such other
insurance, as may be required in the Special Requirements in Exhibit “B”.…
Broader Coverages and Higher Limits. Notwithstanding
anything else herein to the contrary, if Consultant
maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be
entitled to the broader coverages and/or higher limits
maintained by Consultant.…
Deleted: Broader Coverages and Higher Limits.
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.…
Deleted: City reserves the right to inspect complete,
certified copies of and endorsements to all required
insurance policies at any time. …
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with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

Liability Cap. Except for indemnification obligations under Section 5.3, each party's total liability under this Agreement shall not exceed the total amount paid or payable to Consultant under this Agreement.

5.3 Indemnification.

Formatted: Font color: Black, Condensed by 0.1 pt
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To the full extent permitted by law, each party agrees to indemnify, defend and hold harmless the other party, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all tangible property damage, personal injury or death, limited to third party claims and to the extent of damages, losses and expenses caused by the negligent acts or willful misconduct of the indemnifying party.

Deleted: Consultant
Deleted: City
Deleted: actions, either judicial, administrative,
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arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any third party arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, provided that the indemnifying party has not followed applicable procedures required by this Agreement; provided, however, that Consultant's indemnification obligations hereunder shall not extend to any special, incidental, consequential, punitive, or indirect damages, lost profits, lost revenues, business interruption, or data loss or other losses arising from viruses, ransomware, cyberattacks, or failures or interruptions to network systems, even if Consultant has been advised of the possibility of such damages, and in connection therewith:
(a) Consultant will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims arising out of the negligent performance of such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; and (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages arising out of the negligent performance of the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes third Party claims for personal injury, death, or property damage arising from any negligent act of Consultant in the performance of professional services hereunder. City agrees to indemnify Consultant against third Party claims for personal injury, death, or property damage arising out of City's negligent performance under this Agreement. The provisions of this Section do not apply to claims or liabilities occurring as a result of a Party's sole negligence or willful acts or omissions, but shall apply to the extent of each Party's proportional negligence .

The indemnity obligation shall be binding on successors and assigns of the Parties and shall survive termination of this Agreement.

5.4 City Indemnification for Hazardous Materials. To the fullest extent permitted by law, City shall indemnify, defend and hold harmless Consultant, its officers, employees, agents and subcontractors (collectively, "Consultant Indemnified Parties") from and against any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to exposure of any Consultant Indemnified Party to asbestos -containing materials or hazardous materials at or in connection with the site, except to the extent Deleted: person, firm or entity
Deleted: defend any action or actions filed in connection with any of said claims or liabilities and will …
Deleted: or liabilities
Deleted: or in connection with
Deleted: or failure to perform
Deleted: or other claims
Deleted: or in connection with
Deleted: or failure to perform
Deleted: claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct …
Deleted: The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall …
Deleted: and
Deleted: resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the
negligence, recklessness or willful misconduct of the
design professional…
Deleted: Consultant
Formatted: Font: 12 pt, Underline, Font color: Black,
Condensed by 0.1 pt
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such claims result from the negligence or willful misconduct of the Consultant Indemnified Parties.

5.5 Liability Limitations.

Notwithstanding anything to the contrary in this Agreement, Consultant’s aggregate liability to City and the Indemnified Parties for all claims, damages, losses, costs and causes of action, whether in contract, tort (including negligence), strict liability or otherwise, arising out of or relating to this Agreement, including Consultant’s indemnification obligations for intellectual property infringement, shall not exceed the total fees actually paid by City to Consultant under this Agreement. In no event shall either Party or the Indemnified Parties be liable to the other for any indirect, incidental, special, exemplary, punitive or consequential damages, including without limitation loss of profits, loss of business, loss of use or loss of data, even if advised of the possibility of such damages. The parties acknowledge that this Section constitutes a material allocation of risk and that the fees under this Agreement reflect this allocation.

5.6 Sufficiency of Insurer.

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

5.7 Limitation of Liability.

Notwithstanding any other provision of this Agreement, in no event shall the aggregate liability of Consultant for all damages, claims, demands, suits, costs, or losses arising out of or relating to this Agreement or the Scope of Services exceed the total amount of fees and expenses actually paid to Consultant under this Agreement for the specific product(s) or service(s) giving rise to the claim. This limitation applies regardless of the form of action or theory of liability, whether in contract, tort (including negligence), strict liability or otherwise.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.
-17- 01007.0001/644685.1
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of -18- 01007.0001/644685.1
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Notwithstanding the foregoing, any products, software, or related deliverables provided hereunder shall be treated as commercial, off -the-shelf items. City's use of any intellectual property embedded or embodied in such products is limited to activities necessary to install, commission, operate, repair, or service the specific product instances received from Consultant.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

Deleted: Moreover, with respect to any documents and
materials that may qualify as “works made for hire” as
defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City…
-19- 01007.0001/644685.1
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions -20- 01007.0001/644685.1
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement ; provided, however, that no retention may be withheld from amounts payable under written orders issued pursuant to Section 1 . 8 or Section 1.5. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

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

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. -21- 01007.0001/644685.1

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

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

7.8 Suspension and Termination for Non-Payment. Consultant may suspend performance of services by written notice to City if City fails to pay any undisputed amounts when due. If such failure continues for thirty (30) days after Consultant’s written notice of non-payment, Consultant may terminate this Agreement by written notice to City.

7.9 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 Deleted: and for
-22- 01007.0001/644685.1
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such -23- 01007.0001/644685.1
damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of -24- 01007.0001/644685.1
this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement, except that this Agreement shall not alter or replace any applicable terms of service or end-user license agreements accompanying software provided hereunder. No amendment to or modification -25- 01007.0001/644685.1
of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

Consultant’s Authorized Initials

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
-26- 01007.0001/644685.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
CONSULTANT:

By:

Name:

Title:

By:

Name:

Title:

Address:

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

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2024 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

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

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

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

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE

A-1 01007.0001/644685.1
EXHIBIT “A”

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

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

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

IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until it complies with the requirements set forth in this Agreement and is accepted by City.

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

Deleted: found satisfactory and
B-1 01007.0001/644685.1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
C-1 01007.0001/644685.1
EXHIBIT “C”

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

RATE TIME SUB-BUDGET
A.

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

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

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

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

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

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

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

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

D-1 01007.0001/644685.1
EXHIBIT “D”

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

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

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

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

01007.0006 2122786.7

1 PUBLIC WORKS
CO

NSTRUCTION, MAINTENANCE AND SERVICES

AGREEMENT

BETWEEN THE CITY OF
CARSON

AND

JOHNSON CONTROLS BUILDING SOLUTIONS, LLC

THIS

PUBLIC WORKS
CO
NSTRU

CTION, MAINTENANCE AND SERVICES

AGREEMENT

(
“
Agreement
”
) is made and entered into this ____ day of ________, 20 2 6
,

by and
between the City of
Carson
, a California
charter city
(
“
City
”
) and

JOHNSON CONTROLS
BUILDING SOLUTIONS, LLC, a Delaware limited liability company

(
“
Contractor
”
).

City and
Contractor
may be referred to,

sometimes

individually or collectively, as
“
Party
”

or
“
Parties.
”

RECITALS

T
he City desires to retain Contractor, on an independent contractor basis, to perform services for public works, as more particularly described below.

Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

Pursuant to the City of
Carson

Municipal Code

and California state law
, City has
authority to enter into and execute this Agreement.

The Parties desire to formalize the selection of Contractor for performance of th e

services and desire that the terms of that performance be as particularly defined and described herein.

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

AGREEMENT

ARTICLE 1.

CONTRACTOR

SERVICES

1.1 Scope of Work.

T
he Contractor shall
perform all of the work
, furnish all labor, materials, equipment, tools,
utility services, and transportation,

and comply with all of the specifications and requirements in the Bid Documents

for the project entitled
“RFP
#
26 -
013 Citywide Intrusion Detection and
Alarm Monitoring Services
”

(
“
Global
Project
”
).

The Global Project requires Contractor
to
provide comprehensive professional services for intrusion detection systems and alarm monitoring services for City owned facilities and park locations including assessment, system design and engineering, system integration, furnishing of equipment, inst allation and implementation as
required, testing and commissioning, alarm monitoring, training, documentation, and ongoing maintenance and support.

Contractor will support the following City facilities, including but not limited to sub
-
buildings such as sn
ack bars and storage sheds:

-
2 -

01007.0006 2122786.7

All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations.

Contractor’s Bid items
for
de
-
installation of existing equipment and installation
of new equipment

will comprise the public works component of the Global Project (“ Project
”).

As used herein,

“
Bid Documents
”

refers to all of the documents included i
n

the solicitation of
bids for the
Global
Project, including but
not limited to,
the Invit
ation

for
Bids, Instructions to
Bidders, Bid or Bid Proposal,
Contract Documents,
Special Provisions,
Technical Provisions,
Construction
Plans,
Standard Plans,
Drawings
,
Reference Specifications, all applicable permit
requirements, any addenda,
any applicable Project Labor Agreement,
and any other documents

included,

referenced
,

or incorporated therein. The Bid Documents are incorporated into this Agreement

and made part hereof
.

In the event of any
conflict

between the terms of the
Bid
Documents and this Agreement, the terms of this Agreement shall govern.

1.2 Incorporation of Greenbook.

The provisions
of the
20 21

Edition of the Standard Specifications for Public Works Construction
, as updated by errata,

(
“
Greenbook
”
) are incorporated herein, except as explicitly
modified by the Bid Documents.

In the event of any conflict between the provisions of the Greenbook and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Labor

and Wage

Law
s
.

(a)

Public Work
.

The Parties acknowledge that the work to be performed under this Agreement is a
“
public work
”

as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the

requirements of
Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the
California Labor Code
relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ( “
DIR
”
) implementing such statutes.

The
work performed under this Agreement is subject to
compliance monitoring and enforcement by
the DIR.

Contractor shall post job site notices, as prescribed by regulation.

-
3 -

01007.0006 2122786.7

(b)

Registration with DIR
.

Pursuant to Labor Code section 1771.1,
Contractor
and all subcontractors
must be registered with, and pay an annual fee to, the DIR prior to

and
during

the performance of any work under this Agreement.

(c)

Prevailing Wages
.

Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771.

Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at
City Hall

and will be made available to any
interested party on request.

By initiating any work under this Agreement, Contractor acknowledges rec
eipt of a copy of the DIR

determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under th is Agreement.

If
this

Agreement is subject to the payment of federal prevailing wages under the Davis -
Bacon Act
(40 U.S.C. § 3141
et seq.
), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer.

(d)

Penalty for Failure to Pay Prevailing Wages
.

Contractor shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the

City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is empl
oyed for any public work done pursuant to this
Agreement by Contractor or by any subcontractor.

(e)

Payroll Records
.

Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section
1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.

(f)

Apprentices
.

Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6
,

and 1777.7 and California
Code of Regulations T
itle 8,
S
ection 200
et seq.
concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide

City with
a copy of the information submitted to any applicable appr enticeship program. Within sixty (60)
days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.

(g)

Eight
-
Hour Work Day
.

Contractor acknowledges that eight (8) hours labor
constitutes a legal day
’
s work. Contractor shall comply with and be bound by Labor Code Section 1810.

(h)

Penalties for Excess Hours
.

Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty -
five dollars ($25) for each
worker employed in the

performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more tha n eight

-
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01007.0006 2122786.7

(8) hours in any one

calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8)

hours per day,
and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at

not less than one and one
-
half (1½)

times the
basic rate of pay.

(i)

Workers
’

Compensation
.

California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certif
ies as follows:

“
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers ’

compensation or to
undertake self
-
insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.
”

(j)

Contractor
’
s Responsibility for Subcontractors
.

For every subcontractor
who will perform work
under this Agreement
, Contractor shall be responsible for such
subcontractor
’
s compliance with
Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code
, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement.

Contractor shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor ’
s compliance, including
w
ithout limitation, conducting a
review of the certified payroll records of the subc
ontractor

on a
periodic basis or

upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor

shall diligently take corrective action to halt or
rectify any
such
failure

by any subcontractor.

1.4 Compliance with Project Labor Agreement

If and to the extent that the work to be performed under this Agreement is within the scope of the
City’s
Project Labor Agreement
, which was fully executed as of March 4, 2020,

by and
between the City and
the
Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions

(the “Project Labor Agreement”), City and
Contractor acknowledge and agree that Contractor is required to comply with the provisions of the Project Labor
Agreement, and that in the event of
a conflict between the provisions of this
Agreement and the Project Labor Agreement, the Project Labor Agreement shall supersede and
take precedence

over the conflicting provision(s) of this Agreement
.

1.5 Licenses, Permits, Fees and Assessments.

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

Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor
’
s performance of the services required by this Agreement, and shall

-
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01007.0006 2122786.7

indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilitie s, difficulties and
restrictions attending performance of the services under this Agreement.

Contractor is
entitled

to
reasonably rely on the accuracy of all plans, specifications, reports, and other scope -
related
documents provided by City. City shall pro
vide Contractor with all information in City’s
pos
session regarding asbestos
-
containing materials or hazardous materials at any facility where Contractor may perform work that could disturb

such materials.

If the services involve work upon
any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.

Contractor has no responsibility for abatement, removal, or disposal of asbes tos
-
containing
materials or hazardous materials.

1.7 Discovery of Unknown Conditions.

(a)

Pursuant to Public Contract Code section 7104,

Contractor shall promptly,
and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a C
lass I, II, or III disposal site in accordance with existing law; (ii) subsurface

or latent
physical
conditions

at the site
, materially different from those indicated

by
information about the site made availab
le to bidders prior to the deadline for submitting bids on the

Global Project
; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.

(b)

City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor
’
s cost of, or the time required for, performance of any part of the work, shall issue a change order
in accordance with

this Agreement.

(c)

In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor
’
s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement.

Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of dispu tes and protests between the contracting
parties.

1.8 Unidentified Utilities.

To the extent required by Government Code section 4215, City will compensate Contractor
for the cost of locating, repairing damage not due to the failure of Contractor to exercise reasonable

-
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01007.0006 2122786.7

care, and removing or relocating utility facilities not identified by City in the Bid Documents with reasonable accuracy, and for equipment on the project necessarily idled during such work.

Nothing
herein shall be deemed to require
City

to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the project site

can be inferred from the
presence of other visible facilities, such as buildings, meter s,

and junction boxes, on or adjacent to
the site of the

construction; provided, however, nothing herein shall relieve City

from identifying
main or trunklines in the plans and specifications.

If
Contractor,

while performing the
work,

discovers utility facilities not identified by
City in the

plans or specifications,
Contractor

shall
immediately notify
City

and

the

utility in writing.

This Agreement is subject to Government Code
s
ections 4126
through

4216.9. Contractor must notify utilities and obtain an identification number before excavation or be subject to liability for damages to subsurface installations.

1.9 Trench Excavation.

Pursuant to Labor Code section 6705, if this Agreement is for more than $25,000 and requires the excavation of any trench or trenches five feet or more in depth, Contractor shall submit, in advance of such excavation, a detailed plan showing the design of shoring, bracing,
sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. The plan shall be reviewed and accepted by the City, or a registered civil or structural eng
ineer employed by the City to whom authority has been
delegated, prior to the excavation. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. This section shall not be deemed to a
llow the use of a shoring, sloping, or protective system less effective than that required by the Construction Safety Orders. This subsection shall not be construed to impose tort liability on the City or any of its employees.

Full compensation for sheet
ing, shoring, bracing, sloping, and all
other provisions required for worker protection shall be considered as included in the contract price shown in the appropriate Bid Item, and no additional compensation will be allowed therefor.

1.10 Protection and Care of Work and Materials.

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

Stored materials shall be rea
sonably accessible for inspection.

Contractor shall not,
without City
’
s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.11 Warranty.

Contractor warrants all
work

under the
Agreement

(which for purposes of this Section shall
be deemed to include unauthorized work which has not been removed and any non -
conforming
materials incorporated into the
work
) to be of good quality and free from any defective or faulty material and workmanship.

Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials i
ncorporated into the work, whichever is later)

-
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01007.0006 2122786.7

after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non
-
conformance of the work to the Agreement,
commence and prosecute with due diligence all work necessary to

fulfill the terms of the warranty
at its sole cost and expense.

Contractor shall

act as soon as requested by the City in response to an
emergency.

In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work.

For any work so
corrected, Contractor
’
s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may
require to verify that any corrective actions,
including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement.

All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of s ubcontractors,
suppliers and manufacturers with respect to any portion of the work
, whether exp
ress or implied,
are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warr
anties and guarantees, if necessary, on behalf of the
City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this
Agreement
, to the reasonable satisfaction of the City, the
City

shall have the right to correct and replace any defective or non -
conforming
work

and any
work damaged by such work or the replacement or correction thereof at Contractor ’
s sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

Contractor warranties do not extend to any work or services that have been abused, altered, misused or repaired by the City, or third parties without written approval of Contractor; or if serial numbers or warranty dat
e decals have been removed or altered. The City must promptly report any failure of equipment to Contractor in writing. THESE WARRANTIES ARE IN LIEU

OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED

TO THOSE OF MERCHANTABILITY AND FITNE
SS FOR A SPECIFIC PURPOSE. All other
warranties are expressly waived.

1.12 Additional Work and Change Orders.

(a)

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work.

No such extra work
may be undertaken unless a written change order is first given by the City’s Director of Public
Works
,
City Engineer,

or
Project Manager
,

or
any
of their designees,
to the Contractor,
incorporating therein any adjustment in (i) the Contract Sum, a nd/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of the Contractor ( “
Change
Order
”
).

All Change Orders must be signed by the Contractor and
City’s Director of Public Works
or City Engineer, or either of their designees,

prior to commencing the extra work thereunder.

(b)

Any increase in compensation of up to
the amount of contingency approved
by the City Council

at the time the
Global
Project was awarded to Contractor

plus any additional
subsequent contingency approved by the City Council
,
if any,
taken either separately or
cumulatively,

or any increase in the time to perform of up to one hundred eighty (180) days and

-
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01007.0006 2122786.7

which are not detrimental to the Work or to the interest of the City, may be approved by the City’s
Director of Public Works
,
City Engineer,

Project Manager

or
any
of their designees
.

Any greater
increases, taken either separately or cumulatively, must be approved by the City Council.

(c)

Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the
Contractor’s Bid
.

If the rates in the
Contractor’s Bid

do
not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and
City’s Director of Public Works
,
City
Engineer,
Project Manager
or
any
of their designees
.

If the cost of the Change Order cannot be
agreed upon, the City will pay for actual work of the Change Ord er completed, to the satisfaction
of the City, as follows:

(i)

Labor
:

The
cost of labor shall be the actual cost for wages of
workers and subcontractors performing the work for the Change Order at the time such work is done.

The use of labor classifications that would increase the cost of such work shall not be permitted.

(ii)

Materials and Equipment
:

The
cost of materials and equipment shall
be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower.

(iii)

If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order.

The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation,
if applicable; description of other City authorized service s and expenditures in such
detail as the City may require.

Failure to submit a daily report by the close of the next working day may, at the City
’
s sole and absolute discretion, waive the Contractor
’
s rights for that day.

(d)

It is expressly understood by Contractor that

the provisions of this Section

shall not apply to services specifically set forth in the Scope of Work.

Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation the
refor.

City may in its sole and absolute discretion have
similar work done by other contractors.

(e)

No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.13 CARB Compliance.

For a project involving the use of in
-
use off
-
road diesel
-
fueled vehicles, as defined by 13
CCR 2449, Contractor shall obtain copies of the valid Certificates of Reported Compliance, as described in 13 CCR 2449(n), for the fleet performing services pursuan t to this contract and all
listed subcontractors, if applicable, prior to commencing any work pursuant to this Contract or any renewed contract with that fleet. Contractor shall indemnify, defend and hold harmless the District,

-
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01007.0006 2122786.7

its officers, agents, employees and directors from any liability imposed arising from Contractor’s violation of any regulation set forth in 13 CCR 2449.

1.14 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the
“
Special Requirements
,
”

attached hereto as
Exhibit
B

and incorporated herein
by this reference.

In the event of a conflict between the provisions of
Exhibit
B

and any other
provisions of this Agreement, the provisions of
Exhibit
B

shall govern.

ARTICLE 2.

COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts
set forth in
Contractor’s Bid
, as reduced
and represented in
Exhibit
A
, attached hereto

and incorporated herein by this reference
. Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation , including reimbursement of Contractor’s
expenses,

of
an amount not to exceed
Four

Hundred
Four

Thousand
Four

Hundred
Forty Nine
Dollars and
Ten

Cents

(
$404,449.10
)

(“
Contract Sum
”)
for completion of the
Global Project
.

Of this amount, the amount attributable to the Project is Seventy

Three Thousand Two Hundred
Ninety

Five Dollars and Ninety

Two Cents

($
73,295.92)
.

2.2 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed during the preceding month
using the
form
attached hereto as
Exhibit E

and incorporated herein
by this reference.

By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement.

A
ll invoices shall include a copy of
Contractor
’s Certified Payroll and proof that Certified
Payroll has been submitted to the DIR.

Contractor

shall also submit a list of the prevailing wage
rates

(including federal prevailing wage rates, if applicable)

for all employees and subcontractors
providing services under this Agreement, as applicable, with Contractor
’s first invoice. If these
rates change at any time during the term of the Agreement, Contractor

shall submit a new list of
rates to the City with it
s first invoice following the effective date of the rate change.

2.3 Payment
.

(a)

Payments Made by City
.

City shall independently review each invoice
submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred

by Contractor which are disputed by City, City will cause Contractor to be paid
any progress payment
within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant ru n procedures,
the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid
any progress payment
within thirty (30) days of receipt of an

-
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01007.0006 2122786.7

undisputed and properly submitted invoice

and provided the Project is for construction
, Contractor
shall be entitled to the payment of interest to the extent allowed under Public Contract Code S
ection 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be a ccompanied by a document setting forth
in writing the reasons
why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

Invoicing disputes must be identified in writing within twenty
-
one (21) days of the date City receives the invoice. Payments of any disputed amounts are due and payable upon resolution. In the event City fails to comply with payment terms herein, Contracto
r may, upon giving thirty (30) days written notice

to City and without prejudice to and
in addition to any other legal remedies, suspend its performance of services under this Agreement.

(b)

Payments Made
b
y Contractor to Subcontractors
. Contractor shall remit
payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar d
ays if payments are owed by Contractor to any
subcontractor other than a small business enterprise.

2.4 Retention.

Pursuant to Section 9203 of the Public Contract Code, City will deduct a five percent (5%) retention from all progress payments

made on the Project
, which shall be released to Contractor
no later than sixty (60) days from completion of the work in accordance with Section 7107 of the Public Contract Code. In the
event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed
one hundred fifty
percent
(150%)
of the disputed
amount.

City will deduct a five perc
ent (5%) retention from all progress payments made on the remaining portions of the Global Project.

2.5 Waiver.

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

2.6 Substitution of Securities.

(a)

In conformance with the State of California Public Contract Code, Part 5, Section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.

-
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01007.0006 2122786.7

(b)

At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor’s direct deposit of securities as a substitute for retentio n earnings
required to be withheld by the City. Upon Contractor’s completion of its obligations hereunder, as evidenced by the City’s acceptance of the work pursuant to Section 3.3 hereof, the escrow agent shall return the securities to Contractor. The
escrow agent shall notify the City within ten (10) days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention. Securities sha ll be
held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.

ARTICLE 3.

PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Contractor shall
complete the Project
within
1 8
0 business

days

after receiving a
“
Notice to
Proceed
”

from the City in accordance with any schedule contained in

or required to be provided
by

the
Proposal or
Bid Documents
, and any revisions thereof approved by the City in writing .

Time is of the essence.

If the work is not completed within said time period, liquidated damages shall apply.

The term of this Agreement
with respect to the Project including all warranty
obligations of Contractor
shall expire
one
(
1 ) year following

City acceptance of the Project.

Upon
the

City’s acceptance of the Project
, the period
requiring Contractor to provide software
subscription

services
, and
services for
monitoring, inspection, and maintenance of the system, and otherwise provide all remaining services comprised of the Global Project minus the Project, shall
commence and continue for a term of five (5) years.

3.2 Liquidated Damages.

Since the determination of actual damages for any delay in completion of the Project
would
be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Thousand
Dollars ($
1,000.00
) as liquidated damages for each working day of delay in the completion of the
Project
required hereunder
.

The City may withhold any accrued liquidated damages

from any
monies payable on account of services performed by the Contractor.

To the extent required by

Government Code
s
ection 4215
, Contractor shall not be assessed liquidated damages for delay in completion of the
work

when such delay was caused by the failure of the
City

or owner of the
utility to provide for removal or relocation of utility facilities.

Liquidated Damages taken in the
aggregate shall not exceed 10% of the Contract Sum attributable to the Project (i.e., $73,295.92) and may only be allocated to Contractor in the event of Contractor’s breach. Liquidated damages are the sole remedy against Co
ntractor for any failure to
timely complete the Project.

-
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01007.0006 2122786.7

3.3 Force Majeure.

in writing of the
causes of the delay. The
Project Manager

shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the judgment of the
Project Manager

such delay is justified. The
Project Manager
’s determination
shall be final and conclusive upon the Parties to this Agreement.

In no event shall Contractor be
entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

A
cceptance of the Project shall only be by action of the City Council. Neither the acceptance nor any prior inspections or failure to inspect shall constitute a waiver by City of any defects in the work. From and after acceptance, the Project shall be owned

and operated by City.

As a condition to acceptance,
Contractor

shall certify to City in writing that all of the work has been performed in strict conformity with the Agreement and that all costs have been paid or supplied to City for security required her
ein, satisfactory to City, guaranteeing such performance.

ARTICLE 4.

COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

Mark Thummel

_________

Account Executive

(Name)

(Title)

________________________

(Name)

(Title)

________________________

(Name)

(Title)

The

Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

All
personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals.

For purposes of this Agreement, the Principals may not be

-
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01007.0006 2122786.7

replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor
’
s staff and subcontractors, if any, assigned to perform the services required under this Agreement.

Contractor shall notify City of any changes in
Contractor
’
s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and
during any such performance.

4.2 Status of Contractor.

Contractor

shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise

expressly conferred in
writing by City.

Contractor

shall not at any time or in any manner represent that
Contractor

or any
of
Contractor
’
s officers, employees, or agents are in any manner officials, officers, employees or agents of City.

Neither

Contractor
, nor any of
Contractor
’
s officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City
’
s employees.

Contractor

expressly waives any claim
Contractor

may have to any such rights.

4.3 Project Manager
.

The Project Manager shall be
Nora Garcia
,
Director,
Public Safety & Emergency
Management Department
,

or any other person as may be designated by the
City’s Director of
Public Works or City Engineer
. It shall be the
Contractor
’s responsibility to assure that the Project
Manager is kept informed of the progress of the performance of the services and the Contractor

shall refer any decisions which must be made by City to the Project Manager. Unless otherwise specified herein, any approval of City required hereu
nder shall mean the approval of the Project
Manager. The Project Manager shall have authority, if specified in writing by the City’s Director
of Public Works or City Engineer
, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein.

City shall have no voice in the selection, discharge, supervision or control of Contractor
’
s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service.

Contractor shall perform all services required herein as an independent contractor of City a
nd shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.

City shall not in any way or
for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement.

Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City.

All subcontractors shall

-
14 -

01007.0006 2122786.7

obtain, at its or Contractor
’
s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement.

In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City .

Transfers restricted
hereunder shall include

the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis.

In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void.

No approved transfer shall
release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5.

INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting
Contractor
’
s indemnification of City, and prior to commencement of any services under this Agreement,
Contractor

shall obtain, provide and maintain at its own expense
during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.

(a)

General
L
iability
I
nsurance
.

Contractor

shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form

ISO CGL CG
00 01

or equivalent
, in an amount
of
$
2 ,000,000 per occurrence, $
4 ,000,000 general aggregate, for
bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “
insured contract
”

language
will not be accepted.

(b)

Automobile liability insurance
.

Contractor

shall maintain automobile
insurance at least as broad as Insurance Services Office form ISO
CA 00 01
, including “any auto”
and endorsement CA 0025 or equivalent,

covering bodily injury and property damage for all
activities of the
Contractor

arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount
of
$
1 ,000,000 combined single limit for each accident.

(c)

Workers
’

compensation insurance
.

Contractor

shall maintain Workers
’

Compensation Insurance (Statutory Limits) and Employer
’
s Liability Insurance (with limits of
$1,000,000).

(d)

Builder’s Risk Insurance
. Contractor shall maintain Builder’s Risk (Course
of Construction) insurance utilizing an
“
All Risk
”

(Special Perils) coverage form, with limits equal
to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions.

The policy must include:
(1) coverage for any ensuing loss from faulty workmanship, n
onconforming
w
ork, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing;

(3) coverage for removal of debris, and insuring the
buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the
p
roject; (4)
o
rdinance or law coverage for contingent rebuilding,

-
15 -

01007.0006 2122786.7

demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or
receiving contractor), with sub
-
limits sufficient to insure the full replacement value of any key equipment item; (6)
o
cean marine cargo coverage insuring any
p
roject materials or supplies, if
applicable; (7) coverage with sub
-
limits sufficient to insure the full replacement value of any property or equipment stored either on or off the
project s
ite or any staging area.

If the
P
roject does not involve new or major reconstruction,
then
at the option of
City
, an
Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, m achinery and equipment. The Property
Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, b
roken, or destroyed during the performance of the
w
ork,
including during transit, installation, and testing at the Project
site.

(e)

Cyber Liability.

Technology professional liability errors & omissions
insurance appropriate to
Contractor
’s profession and the Services hereunder with limits
of
$1,000,000 per claim/loss, and $1,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by
Contractor

pursuant to this Agreement and
shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, informati on 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,
Contractor

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 Contractor’s proprietary technology products (software) required under the contract for Contractor 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.

Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using

subcontractors, the
p
olicy must
include work performed
“
by or on behalf
”

of the insured. Policy shall contain no language that
would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly

-
16 -

01007.0006 2122786.7

excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

If
C
ontractor maintains broader coverage and/or higher limits than the minimums shown above,
City
requires and shall be entitled to the broader coverage and/or the higher limits maintained by
C
ontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
City
.

5.2 General Insurance Requirements.

(a)

Subcontractors
. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.

(b)

Proof of
I
nsurance
.

Contractor

shall provide certificates of insurance

and
endorsements

to City as evidence of the insurance coverage
s

required herein, along with a waiver
of subrogation endorsement for workers
’

compensation. Insurance certificates and endorsements
must be approved by City
’
s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement.

(c)

Duration of
C
overage
.

Contractor

shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor
, its agents, representatives, employees or
subcontractors
.

(d)

Primary/noncontributing
. Coverage provided by
Contractor

shall be
primary and any insurance or self
-
insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umb
rella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non -
contributory basis for the benefit of City before the City ’
s own
insurance or self
-
insurance shall
be called upon to protect it as a named insured.

(e)

City
’
s
R
ights
of
E
nforcement
. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will

be promptly reimbursed by
Contractor

or City will withhold amounts sufficient
to pay premium from
Contractor

payments. In the alternative, City may cancel this Agreement.

(f)

Waiver of
S
ubrogation
. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor

or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

Contractor

hereby waives its own right of recovery against
City, and shall require similar written express waivers a nd insurance clauses from each of its
subcontractors
.

-
17 -

01007.0006 2122786.7

(g)

Enforcement of
C
ontract
P
rovisions
(non
-
estoppel)
.

Contractor

acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor

of non
-
compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

(h)

Requirements
N
ot
L
imiting
. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given cover
age feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the
Contractor

maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor
. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

(i)

Notice of
C
ancellation
.

Contractor

agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

(j)

Additional
I
nsured
S
tatus
. General
and
a
uto
liability policies shall provide
or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability polic
ies.

(k)

Prohibition of
U
ndisclosed
C
overage
L
imitations
. None of the coverages
required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

(l)

Separation of
I
nsureds
. A severability of interests provision must apply for
all additional insureds ensuring that
Contractor
’
s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer ’
s limits of
liability. The policy(ies) shall not contain any cross
-
liability exclusions.

(m)

Pass
T
hrough
C
lause
.

Contractor

agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in the project by
Contractor
, provide the same minimum insurance coverage and endorsements required of
Contractor
.

Contractor

agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.

Contractor

agrees that upon request, all ag
reements with consultants, subcontractors,
and others engaged in the project will be submitted to City for review.

(n)

Agency
’
s
R
ight
to
R
evise
S
pecifications
. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by giving the
Contractor

ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the
Contractor
, the City and
Contractor

may renegotiate
Contractor
’
s compensation.

-
18 -

01007.0006 2122786.7

(o)

Timely
N
otice
of
C
laims
.

Contractor

shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor
’
s performance
under this Agreement, and that involve or may involve coverage under any of the required liability policies.

(p)

Additional
I
nsurance
.

Contractor

shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 General and Intellectual Property
Indemnification.

Contractor shall indemnify, defend, and hold harmless City, its officers, officials, employees and volunteers
(each, an “Indemnitee”)
from and against all

third party claims arising
from Contractor’s breach of any representations or warranties, or for personal injury, including death, or tangible property damages but only to the extent such damages or losses are caused by the negligent acts or willful miscon
duct of Contractor or its agents, officers or employees in fulfilling its obligations under this Agre
ement
, except such loss or damage which is caused by the
sole or active negligence or willful misconduct of the City.

If Contractor is not the prevailing party,
then
Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of the Contractor’s negligent, reckless or wrong ful performance. It is expressly
understood and agreed that the foregoing provisions are i ntended to be as broad and inclusive as
is permitted by the law of the State of California and will survive termination of this Agreement.

Contractor represents and warrants that it owns or is otherwise authorized to grant City the right to use, all intellectual property rights
associated with
Contractor
’s provision and City’s
use of, the services
, and agrees to defend, indemnify, and hold harmless the City and pay all damages (including reasonable attorneys’ fees) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) (“IP Claims”) again st City to the
extent that such IP Claims are

based upon the City’s use of the services (excluding third party products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that such use is in compliance with this Agreement.

The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement
.

Products and equipment (collectively, “Products
”
) provided under this Agreement are
commercial, off
-
the
-
shelf Products, or software, and no aspect of the Products, software, or intellectual property (“IP”) shall be considered a “work made for hire” or otherwise affect Contractors ownership of IP in the
Contractor provided products or Contractor provided
software.

Nothing in the Agreement permits City or beneficiary’s (e.g., building owner) use of IP in the Products for any purpose other than operating, repairing, servicing the Products. Any software prov
ided by Contractor remains subject to
any exisrting

associated terms, EULA, or
recurring SaaS subscriber Agreement.

In the event of any IP Claims, or in Contractor’s opinion is likely to occur, Contractor shall at its option and expense and with prior notice to City: (a) modify the services to be non -
infringing;
or (b) obtain for City the right to use the services as se t out in this Agreement at no cost to City.

-
19 -

01007.0006 2122786.7

Contractor’s options set forth in this paragraph, whether or not exercised, shall in no way eliminate, reduce, curtail or abridge Contractor’s obligations to indemnify and defend City in the event of any IP Claims.

Contractor shall have no liability hereunder for any claim of intellectual property infringement based on the combination, operation or use of the services with software, hardware or other materials not furnished or approved in writing by Contractor if suc h infringement would
have been avoided without such software, hardware or other materials.

In the event of an alleged
patent or copyright infringement, Contractor will indemnify City, however Contractor retains the right, at its option, to: i) make the pr
oduct non
-
infringing, ii) replace the infringing product, or iii) on return of the equipment, Contractor will refund amounts paid by the City to Contractor for the infringing product, less depreciation over a three (3) year period. The foregoing will not a pply to
patent or copyright infringements caused by: (i) misuse or modification of the product by City or its employees, agents, or downstream customers, (ii) use of the product in combination with other materials, goods, products or services for which the

product was not intended to be used (as
demonstrated by applicable product literature), (iii) failure of City to implement any update provided by Contractor that would have prevented the claim, or
(iv) product that Contractor made
to City’s specifications or designs.

The City may not directly or indirectly through any third parties attempt to

reverse
-
engineer
or de
-
compile the operation of the services in any manner through current or future available technologies.

Contractor obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without
affecting the rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligen
ce is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability i
nvolved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.

5.4 Notification of Third
-
Party Claims.

City shall timely notify Contractor of the receipt of any third -
party claim relating to the
work under this Agreement.

City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance

and Payment

Bonds.

Concurrently with execution of this Agreement
,

Contractor shall deliver to the City

all of

the following bonds

if the Contract Sum should exceed $25,000
:

(a)

A
performance bond secur
ing

the faithful performance of this Agreement
,
in
an

amount not less than 100% of the total
cost for the Project, which is
$73,295.92
.

-
20 -

01007.0006 2122786.7

(b)

A
payment

bond
, securing the payment of all persons furnishing labor
and/or materials in connection with the work under this Agreement, in an amount not less than 100% of the total
cost for the Project, which is
$73,295.92
.

All bonds
shall be on
the applicable

form
s

provided in Exhibit “C”

and Exhibit “D”

attached hereto

and made part hereof
. The bonds shall each
contain the original notarized signature
of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his
/her

power of attorney.

The bond
s

shall be unconditional and remain in force during t
he entire
term of the Agreement

until released pursuant to Section 5.7 hereof.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “
A
-
”

or better in the most recent edition of
Best
’
s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better.

If
the City

determines that the work to be performed under
this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bond s

m
ay be changed accordingly upon
receipt of written notice from the
City
’s Risk Manager
.

5.7 Release of Securities.

City shall release the performance bond and payment bond when the following have occurred:

(a)

Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement;

(b)

the Project has been accepted; and

(c
)

after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the payment bond until such claims have been resolved,
Contractor

has provided statutory bond, or otherwise as
required by applicable law.

5. 8

Consequential Damages
.

IN NO EVENT, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING

BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY AND STRICT

LIABILITY IN TORT), WILL EITHER PARTY OR THEIR AFFILIATES AND THEIR

RESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS BE LIABLE TO THE OTH ER

PARTY (DIRECTLY OR INDIRECTLY) UNDER ANY CAUSE OF ACTION OR THEORY

OF LIABILITY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS

AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY: (A) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIV

E, OR INDIRECT
DAMAGES; (B) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; (C) BUSINESS INTERRUPTION;

-
21 -

01007.0006 2122786.7

OR (D) DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBERATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS.

ARTICLE 6.

RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents r elating to the disbursements
charged to City and services performed hereunder (the
“
books and records
”
), as shall be necessary
to perform the services required by this Agreement and enable the Project Manager

to evaluate the
performance of such services.

A
ny and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed.

The
Project Manager

shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

In the event of dissolution of Contractor
’
s business, custody of the books and records may be given to City, and acces
s shall be provided by Contractor
’
s successor in interest.

Notwithstanding the
above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Project Manager

such reports
concerning the performance of the services required by this Agreement as the Project Manager

shall require.

Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement.

For this reason, Contractor agrees
that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the c
ost of the work
or services contemplated herein
,
Contractor shall promptly notify the
Project Manager

of said fact, circumstance, technique or event
and the estimated increased or

decreased cost related thereto
.

6.3 Grant of License;
Ownership of Documents.

Products provided under this Agreement are commercial, off -
the
-
shelf products, or
software, and no aspect of the Products, software, or IP shall be considered a “work made for hire” or otherwise affect Contractor’s ownership of IP in the Contractor provide d products or Contractor
provided software.

Nothing in the Agreement permits City or beneficiary’s (e.g., building owner) use of IP in the Products for any purpose other than operating, repairing, servicing the Products.

Any software provided by Contractor

remains subject to its associated terms, EULA, or recurring SaaS subscriber
a
greement.

Contractor hereby grants to City, its employees, officials, and agents a limited revocable, non
-
exclusive, non
-
transferable, royalty free license for the Term for City to use any intellectual property associated with Contractor’s provision and City’s use o f the services.

-
22 -

01007.0006 2122786.7

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “
documents and materials
”
)
prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Project
Manager

or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation
as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City ’
s sole risk and without
liability to Contractor, and Contractor
’
s guarantee and warranties shall not extend to such use, reuse or assignment.

Contractor may retain copies of such document
s for its own use.

Contractor
shall have an unrestricted right to use the concepts embodied therein.

All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

Moreover,
Contractor

with respect to any documents and materials that may
qualify as
“
works made for hire
”

as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed
“
works made

for hire
”

for the City.

6.4 Confidentiality and Release of Information.

(a)

I
nformation gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor.

Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager
.

(b)

Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the
Project Manager

or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered “
voluntary
”

provided
Contractor gives City notice of such court order or subpoena .

(c)

If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and

fees, including attorneys
’

fees, caused by or incurred as a result of Contractor
’
s conduct.

(d)

Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other disco
very
request, court order or subpoena from any party regarding this Agreement and the work performed there under.

City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding.

Contrac
tor agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by Contractor.

However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

-
23 -

01007.0006 2122786.7

ARTICLE 7.

ENFORCEMENT OF AGREEMENT
; DEFAULT
, SUSPENSION

AND

TERMINATION

7.1 California Law.

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

Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of
Los Angeles
, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the even
t of such action.

In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the
Central
District of California, in the County of
Los
Angeles
, State of California.

7.2 Default of Contractor.

Contractor’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contract or for any work performed after
the date of default and can terminate or suspend this Agreement immediately by written notice to Contractor. If the Project Manager determines that Contractor is in default in the performance of any of the terms or condition
s of this Agreement, the Project Manager shall cause to be served upon Contractor a written notice of the default. Contractor shall have ten

(
10 ) days after service
upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other pr
ovision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other

remedy to which it may be entitled at law, in
equity or under this Agreement.

7.3 Suspension and
Termination.

(a)

The City may at any time, for any reason, with or without cause, suspend this Agreement, or any portion hereof, by serving upon Contractor at least ten (10) days

prior
written notice. Upon receipt of said notice, Contractor shall immediately cease all

work under this
Agreement, unless the notice provides otherwise. If the City suspends a portion of this Agreement such suspension shall not make void or

invalidate the remainder of this Agreement.

(b)

This Agreement may be terminated by either party for cause. The City may terminate this Agreement without cause upon thirty (30) days’ written notice of termination. Upon termination, Contractor shall be entitled to compensation for completion of any portion of the
Global
Project accepted by City
up to the effective date of termination

unless any portion of the
Global
Project is accepted by City after termination in which event Contractor shall be paid for such completed portion.

7.4 Dispute

Resolution Process.

Section 20104
et seq
.

of the California Public Contract Code prescribes a process utilizing informal co
nferences, non
-
binding judicial
-
supervised mediation, and judicial arbitration to

-
24 -

01007.0006 2122786.7

resolve disputes on construction claims of $375,000 or less. Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 et seq
. and Section 9204 of the California
Public Contract Code. This Section shall be construed to be consistent with said statutes.

For purposes of these procedures,
“c
laim
”

means a separate demand by the Contractor,
after the City has denied Contractor’s timely and duly made request for payment for ext ra work
and/or a time extension
, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Agreement

and payment of which is
not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the
City.

The following requirements apply to all claims to which this section applies:

(a)

Claim Submittal
.

The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede

notice requirements otherwise provided
in the Agreement

for the filing of claims, including all
requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contract
ual requirements shall bar any claims or
subsequent lawsuits for compensation or payment thereon.

(b)

Supporting Documentation
.

The Contractor shall submit all claims in the
following format:

(i)

Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.

(ii)

List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other.

(iii)

Chronology of events and correspondence related to the claim.

(iv)

Statement of grounds for the claim.

(v)

Analysis of the claim’s cost, if any.

(vi)

Analysis of the claim’s time/schedule impact, if any.

(c)

City’s Response
.

Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what po
rtion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement.

(i)

If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to

-
25 -

01007.0006 2122786.7

extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45
-
day period, or extens
ion, expires to provide the Contractor
a written statement identifying the disputed portion and the undisputed portion.

(ii)

Within 30 days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be re quested and
provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.

(iii)

The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that
taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

(d)

Meet
a
nd Confer
.

If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City’s response or within 15 days of the City’s fail
ure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 3
0 days for settlement of the dispute.

(e)

Mediation
.

Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding
mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been
identified in writing, unless the parties agree to select a mediator at a later time.

(i)

If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged b y its respective
mediator in connection with the selection of the neutral mediator.

(ii)

For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation

or by
issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

(iii)

Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.

-
26 -

01007.0006 2122786.7

(iv)

All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.

(f)

City’s Responses
.

The City’s failure to respond to a claim from the
Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is deni
ed by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility

of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.

(g)

Government Code Claims
.

If following the mediation, the claim or any
portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code Section 900
et seq.

prior to filing any lawsuit against the City. Such
Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed wo
rk, construction claims, and/or changed conditions, including any required mediati
on, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date

that Contractor completes
all contractual prerequisites to filing a Government Code claim, including any required mediation.

A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code
claim is submitted. For purposes of Government Code Section 900
et seq
., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and conf er conference or mediation that
does not result in a complete resolutions of all claims.

(h)

Civil Actions for Claims of $375,000 or Less
.

The following procedures
are established for all civil actions filed to resolve claims totaling $375,000 or less:

(i)

Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non -
binding mediation unless waived by
mutual stipulation of both parties or unless mediation was held prior to commencement of the
action in accordance with Public Contract Code section 9204 and the procedures in this Section.

The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and
shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court

or by stipulation of both parties
.

If the parties fail to select a mediator within the 15
-
day period, either party may petition the court
to appoint the mediator.

(ii)

If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 114 1 .11 of that code. The Civil
Discovery Act (
Title 4

(commencing with Section 2016
.010
) of Part 4 of the Code of Civil

-
27 -

01007.0006 2122786.7

Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

(iii)

Upon stipulation of the parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed the ir
customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division.

(iv)

In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition t o payment
of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo.

7.5 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.

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

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

No dela
y or omission in the exercise of any right or remedy by a non
-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.

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

7.6 Rights and Remedies
A
re
Cumulative.

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

7.7 Unfair Business Practices Claims.

Pursuant to Public Contract Code section 7103.5, i
n entering into this Agreement,
Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (comme
ncing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement.

This assignment shall be made and b
ecome effective at the time the City
t
enders final
payment to the Contractor without further acknowledgment by

the Parties.

-
28 -

01007.0006 2122786.7

ARTICLE 8.

CITY OFFICERS AND EMPLOYEES: NON
-

DISCRIMINATION

8.1 Non
-
liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor
’
s performance of services under this
Agreement.

Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of t
he
Project Manager
.

Contractor agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which
a
ffects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation.

The Contractor warrants that it has not paid or given and will not pay or give any third party any m
oney or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

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

Contractor shall take affirmative action to insure that applicants are employed and that employees are treated du
ring employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8

U.S.C.

1101

et seq.
, as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein.

Should Contractor so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and s
hall reimb
urse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys ’

fees, incurred by City.

-
29 -

01007.0006 2122786.7

ARTICLE 9.

MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

Each and every provision of law and clause required by law to be inserted in this Agreement

shall be deemed to be inserted herein, and the
Agreement

shall be read and enforced as though it
were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either party, the contract shall forthwith be physically amended to m
ake such insertion or correction.

9.2 Notices.

of the City, to the City Manager
and to the attention of the Project Manager (with her/his name and City title), City of Carson
,
701
E Carson Street
,
Carson,
California
90745

and in the case of the
Contractor
, to the person(s) at the
address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered

or in seventy
-
two (72) hours from the time of
mailing if mailed as provided in this Section.

9.3 Interpretation.

9.4 Counterparts.

9.5 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties.

It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, an
d none shall be used to interpret this Agreement.

No amendment to or modification
of this Agreement shall be valid unless
made in writing and approved by the Contractor and by the City Council.

The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

-
30 -

01007.0006 2122786.7

9.6 Severability.

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

9.7 Warranty & Representation of Non
-
Collusion.

The determination of
“
financial interest
”

shall be consistent with State law and shall not include interests found to be “
remote
”

or
“
noninterests
”

pursuant to Government Code Sections 1091 or 1091.5.

Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or conse
quence of obtaining or being awarded any agreement.

Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not l imited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement.

Contractor is
aware of and understands that any such act(s), omission(s) or othe r conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

9.8 Corporate Authority.

This Agreement shall
be binding upon the heirs, executors, a
dministrators, successors and assigns of the parties.

[SIGNATURES ON FOLLOWING PAGE]

-
31 -

01007.0006 2122786.7

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

CITY
:

CITY OF
CARSON
,
a
California charter
city

______________________________

Lula Davis
-
Holmes,

Mayor

ATTEST:

Dr. Khaleah
K
. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

______
_______________________

Sunny
K.

Soltani
, City Attorney

[pks
; rjl
]

CONTRACTOR
:

JOHNSON CONTROLS BUILDING
SOLUTIONS, LLC, a Delaware limited
liability company

*
By:

______
_________________________

Name:
______
_______________________

Title:

______
_______________________

*
By:

______
_________________________

Name:
______
_______________________

Title:

______
_______________________

Address:

5757 North Green Bay Avenue

Milwaukee, WI 53209

Two corporate officer signatures required when Con
tractor

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 ATTESTAT IONS

SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,

OR OTHER RULES OR REGULATIONS APPLICABLE TO CON

TRACTOR
’S BUSINESS ENTITY.

01007.0006 2122786.7

A
-
1 EXHIBIT A

CONTRACTOR’S BID

BID SCHEDULE

SUBTOTAL: $214,690.00

01007.0006 2122786.7

A
-
2 SUBTOTAL: $85,746.37

SUBTOTAL: $96,720.00

SUBTOTAL: $7,292.73

GRAND TOTAL: $404,449.10

01007.0006 2122786.7

EXHIBIT B

SPECIAL REQUIREMENTS

(Superseding Contract Boilerplate)

If the Parties wish to revise provisions in the Agreement above (from page 1 through the signature page), then the revisions shall be presented in this Exhibit B, with deletions shown in strike through

and additions shown in
bold and italics
.

NONE.

01007.0006 2122786.7

EXHIBIT C

PERFORMANCE BOND

We,
Johnson Controls Building Solutions, LLC, a Delaware limited liability company ,

as
Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of
Seventy
-
Three Thousand Two Hundred Ninety
-
Five

U.S.

Dollars
and Ninety
-
Two Cents ($73,295.92).

City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and
incorporated by reference herein, for
completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal th
erein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall in all things stand to and abide by, and well and truly keep and perform all of the covenants, conditions, and provisions in said agreement, and any alteration thereof made as therein pro vided, on Principal's
part to be kept and performed at the time and in the manner therein specified, and shall indemnify and save harmless the City, City’s engineer, and their consultants, and each of their officials, directors, officers, employees and age
nts, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Surety agrees that should it fail to take over and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement, Surety will promptly on demand deposit with City such amount as City may reasonably es timate as the cost of completing all of
Principal's obligations. Surety's obligation for payment herein shall exist, notwithstanding any controversy between Principal and City regarding Principal's failure under the agreement, and payment by Surety should

be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligations herein and shall be deemed proper payment as between Principal and Surety.

Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder or the plans and specifications, or any matters unknown to Surety which may affect Surety's risk shall in any wis e affect its obligation on this
bond, and it does thereby waive notice thereof.

Principal and Surety agree that if the City is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum.

01007.0006 2122786.7

Executed this

day of _________, ____.

Seal of Corporation

_____________

By:____________________________________

Authorized Representative of Principal

Title: _____________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

Any claims under this bond may be addressed to: (check one)

Surety's agent for service

of process in California:

( ) _____________________

[name of surety company]

_________________________

____________________________________

Name

Street Number

_________________________

____________________________________

Street Number

City and State

_________________________

____________________________________

City and State

Telephone Number

_________________________

Telephone Number

By:____________________________________

Attorney in Fact or other

Representative

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

Furnish the name, address and phone number of the company agent as well as the surety company.

Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury
Department), and otherwise meet the
requirements of the agreement.

01007.0006 2122786.7

EXHIBIT
D

PAYMENT

BOND

We,
Johnson Controls Building Solutions, LLC, a Delaware limited liability company ,
as
Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) and those for whose benefit this bond insures in the sum
Seventy
-
Three Thousand Two Hundred Ninety
-
Five

U.S.

Dollars and Ninety
-
Two Cents ($73,295.92).

City and Principal have entered into an
agreement, or are about to enter into the agree
ment attached hereto and incorporated by reference
herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the o
bligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to

pay any of the persons named in Section
9000
et seq
. of the California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the sam e in an amount
not exceeding the sum specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court.

Surety agrees that it shall pay the amounts due the persons above named and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement.

If Surety fails to perform within the times specified in the

agreement, Surety shall promptly on
demand deposit with City such amount as City may reasonably estimate as the cost of completing all of Principal's obligations. Surety's obligation for payment herein shall extend, notwithstanding any controversy betwee
n Principal and City regarding Principal's failure under the agreement.

Principal and Surety agree that any payment by Surety pursuant to this paragraph should be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligatio n
herein and shall be deemed proper payment as between Principal and Surety.

This bond shall insure to the benefit of any and all of the persons named in Section 9000 et seq
. of
the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this bond.

Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder, or the plans and specifications, or any matters unknown to Surety which might affect Surety's risk, shall in any

way affect its obligation on this
bond, and it does hereby waive notice thereof.

Principal and Surety agree that should City become a party to any action on this bond, that each will also pay City's reasonable attorneys' fees incurred therein in addition to the above sums.

01007.0006 2122786.7

Executed this _____________ day of ___________, ______.

Seal of Corporation

______________

By:______________________________

Authorized Representative of Principal

Title: __________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

Any claims under this bond may be addressed to: (check one)

Surety's agent for service

of process in California:

( ) ________________

[name of surety]

_________________________

_____________________________

Name

Street Number

_________________________

_____________________________

Street Number

City and State

_________________________

_____________________________

City and State

Telephone Number

_________________________

Telephone Number

By:_____________________________

Attorney in Fact or other

Representative

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

Furnish the name, address and phone number of the company agent as well as the surety company.

01007.0006 2122786.7

EXHIBIT
E

INVOICE FORM

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 5, 2026, 5:00 PM
CONSENT 26. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Planning Subject: CONSIDER ADOPTION OF RESOLUTION NO. 26-048 FURTHER EXTENDING THE TIMELINEFOR COMPLIANCE ON THE PART OF SOUTH BAY CARSON, LLC & SYWEST DEVELOPMENT, LLC, WITHTHE TERMS AND CONDITIONS OF CONDITIONAL USE PERMIT NO. 940-13, RELOCATION REVIEW NO.3047-13 & RESOLUTION NO. 13-099, AND AMENDING RESOLUTION NO. 24-113 REGARDING VEHICLESTORAGE FACILITIES LOCATED ON THAT CERTAIN REAL PROPERTY WHOSE COMMON STREETADDRESS IS 20151 SOUTH MAIN STREET (APN 7336-004-016), CITY OF CARSON (CITY COUNCIL) I. SUMMARY
Presented for City Council consideration is Resolution No. 26-048, requesting approval of a fourth extension for SyWest Development, LLC and South Bay Carson, LLC to maintain compliance with Conditional Use Permit No. 940-13, Relocation Review No.3047-13 and Resolution No. 13-099 (collectively, the “Original CUP”), which permitted, for an initial term of four (4) calendar years, the use of an approximately 24.65 acre site previously used as an organic refuse landfill, drive-in theater and auto auction, located at 20151 South Main Street, Carson, California.

The City Council previously approved three extension of time requests in 2022, 2023, and 2024. The current compliance period ends on June 1, 2026, per the previously approved Resolution No. 24-113 which extended the compliance period in December 2024.

On July 20, 2020, SyWest submitted an application for development of the Property, which included a General Plan Amendment, Specific Plan and related entitlements (e.g., Development Agreement, tentative parcel map, site plan and design review). Per the proposed Resolution, Sywest must comply with the Original CUP for the extended time of June 1, 2028, or earlier if the development applications are approved by the City and construction of the development is ready to commence.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 26-048, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF CARSON, CALIFORNIA, FURTHER EXTENDING THE TIMELINE FOR COMPLIANCE ON THE PART

OF SOUTH BAY CARSON, LLC & SYWEST DEVELOPMENT, LLC, WITH THE TERMS AND CONDITIONS OF CONDITIONAL USE PERMIT NO. 940-13, RELOCATION REVIEW NO. 3047-13 & RESOLUTION NO. 13-099, AND AMENDING RESOLUTION NO. 24-113 REGARDING VEHICLE STORAGE FACILITIES LOCATED ON THAT CERTAIN REAL PROPERTY WHOSE COMMON STREET ADDRESS IS 20151 SOUTH MAIN STREET (APN 7336-004-016), CITY OF CARSON."
III. ALTERNATIVES
TAKE such other and further actions as the City Council deems appropriate consistent with the requirements of law.

IV. BACKGROUND
In 2013, South Bay Carson, LLC and SyWest Development, LLC (collectively “SyWest”), acting on behalf of Enterprise Rent-A-Car Company of Los Angeles, LLC (“Enterprise”), applied for and were granted Conditional Use Permit No. 940-13, Relocation Review No. 3047-13 and Resolution No. 13-099 (the “Original CUP”), which permitted, for an initial term of four (4) calendar years, the use of an approximately 24.65 acre site previously used as an organic refuse landfill, drive-in theater and auto auction, located at 20151 South Main Street, Carson, California (the “Property”), for the storage of rental cars, including as a regional rental car storage hub, and the relocation of certain modular office buildings on that portion of the Property zoned ML-ORL-D.

Interim Urgency Ordinance Nos. 15-1575U and 16-1578U (collectively, the “Stadium Moratorium”) enacted a moratorium on the establishment, expansion, modification, or new development within the six (6) planning study areas within the City of Carson. SyWest requested an extension of the Original CUP beyond October 21, 2017 and further requested that such extension of the Original CUP be deemed subject to the “exemption” provision(s) of the Stadium Moratorium (the “CUP Extension Request”). The Original CUP required that SyWest would, within three (3) years of approval of the CUP, enter into an agreement with the appropriate environmental regulatory agency (“Environmental Regulatory Agency” or “ERA”) to commence steps necessary to support the cleanup and reuse of the Property for new development. Staff had contended that SyWest failed or refused to comply with this condition of the Original CUP. SyWest requested additional time to complete this task concurrently with the City’s update to its General Plan (the “ERA Dispute”). SyWest has contended and advised staff that in order to fulfill this remediation condition of the Original CUP, a proposed plan for redevelopment and long-term use of the Property is required to first be processed, considered and approved by the City, and SyWest and the City desired to confirm how this ERA Dispute would be addressed moving forward.

The Original CUP also required SyWest to develop, implement, and maintain a landscaping plan to assure an aesthetically appropriate appearance surrounding the Property. Staff contended that certain areas of the existing landscaping around the Property were in disrepair and needed to be replaced, and SyWest requested additional time to complete this task (“Landscape Dispute”).

City and SyWest desired to fully and finally resolve the ERA Dispute, the Landscape Dispute, and the CUP Extension Request (collectively the “Disputes”), to avoid litigation arising out of such Disputes, and in furtherance of that objective, on September 5, 2017, and May 5, 2020, respectively, the City Council adopted Resolution 17-120 and Resolution 20-081, respectively (“Compliance Resolutions”), which served as an attempt to effectuate the foregoing, and which also extended the compliance period under the Original CUP until October 31, 2021 (“Compliance Period”). The Compliance Resolution required Sywest to make a series of deposits and payments with the City against which City is permitted to deduct for various reasons.

SyWest submitted an application on or about July 20, 2020, for development of the property. The application includes a request for a General Plan Amendment, Specific Plan and related entitlements (e.g., Development Agreement, tentative parcel map, site plan and design review) (“Proposed Entitlements”) for development of a major retailer (“New Retailer”). Sywest has also addressed the Landscape Dispute by continuing to maintain the landscaping by a professional landscape company and replacing the landscaping if it is deemed unhealthy by the landscape maintenance company; generally, the appearance of the landscaping is acceptable.

On November 3, 2021, to accommodate SyWest’s request and in furtherance of possible development of the Property, the City Council approved Resolution 21-142, which, like the Compliance Resolutions, was adopted to finally resolve any Disputes and document the resolution of the same as well as to extend the compliance date of the Original CUP by one additional year to October 31, 2022, to provide SyWest time to secure the Proposed Entitlements from the City and obtain building permits by going through the plan check process and allow for beneficial use of the Property during that period.

On July 19, 2022, the City Council approved Resolution No. 22-148 approving a First Amendment to Extended Compliance Resolution further amending the Extended Compliance Period until no later than June 1, 2024, and authorizing SyWest to use the Property for the Temporary Parking Use (consisting of parking of Sprinter Vans and new and used cars) during the Second Extended Compliance Period. To support the use regarding parking of new and used cars, the resolution further authorizes the following incidental uses: (a) access and operation (e.g., loading, unloading, long term parking) by car carriers accessing the Property from Figueroa Street; (b) installation and use of temporary structures, including, without limitation, mobile storage units, canopies, sanitary services (i.e., portable toilets), and modular offices; and (c) the direct-to-consumer delivery of new or used cars between 9:00 a.m. and 5:00 p.m. seven (7) days per week.

On November 21, 2023, the City Council approved Resolution No. 23-187 approving a Second Amendment to Extended Compliance Resolution further amending the Extended Compliance Period until no later than June 1, 2025, and authorizing the use of the Property for the Temporary Parking Use during the Extended Compliance Period.

On December 3, 2024, the City Council approved Resolution No. 24-113 approving a Third Amendment to Extended Compliance Resolution further amending the Extended Compliance Period until no later than June 1, 2026, and authorizing the use of the Property for the Temporary Parking Use during the Extended Compliance Period.

Now, to allow time for the Application to be processed and for the Temporary Parking Use on the Property to continue, SyWest is requesting an additional extension and an amendment to Resolution No. 24-113 to maintain compliance with the Original CUP. This extension would extend the compliance deadline to June 1, 2028, or until the Proposed Entitlements are finally approved and construction can commence, whichever occurs first (“Extended Compliance Period”).

SyWest continues to work with City staff and the environmental consultant to process the Proposed Entitlements and related environmental review under the California Environmental Quality Act (“CEQA”). During this time, SyWest proposes to continue parking Sprinter Vans and new and used cars. SyWest requested this extension well in advance to provide existing tenants with certainty regarding their continued occupancy of the Property. Without this extension, tenants may be required to terminate their leases and seek longer-term alternatives.

The resolution approving such extension requires SyWest to remit to the City an annual Heavy Vehicle Transit Fee of $10,778 for every acre of the Property used for the Sprinter Van and new and used car parking and related operations during the term of the Extended Compliance Period.

Also under the Extended Compliance Resolution, SyWest will be required to (i) comply with all remaining conditions of approval in the Original CUP, including, but not limited to, the landscape and operations provisions of the same, to the reasonable satisfaction of the City; and (ii) continue to diligently seek to secure the Proposed Entitlements from the City.

It should also be noted that a Reimbursement Agreement signed by Sywest and executed November 5, 2024, is on record, which will require Sywest to pay for all City costs and fees associated with the Extended Compliance Resolution and any development of the Property.

V. FISCAL IMPACT
The proposed resolution commits SyWest to pay the Heavy Vehicle Transit Fee. Additionally, SyWest has separately entered into a reimbursement agreement with the City to fully reimburse the City its costs, including staff time, if any, and legal time in negotiating and documenting the extension provided by the resolution and all fees and costs associated with any development of the Property. As a consequence, there will be no direct costs to the City’s General Fund.

VI. EXHIBITS

1. Resolution No. 26-048
Attachments
Exhibit 1 Resolution No. 26-048.pdf
1 RESOLUTION NO. 26-048

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

CALIFORNIA, FURTHER EXTENDING THE TIMELINE FOR COMPLIANCE

ON THE PART OF SOUTH BAY CARSON, LLC & SYWEST

DEVELOPMENT, LLC, WITH THE TERMS AND CONDITIONS OF
CONDITIONAL USE PERMIT NO. 940-13, RELOCATION REVIEW NO. 3047-13 & RESOLUTION NO. 13-099, AND AMENDING RESOLUTION NO. 24-113 REGARDING VEHICLE STORAGE FACILITIES LOCATED ON

THAT CERTAIN REAL PROPERTY WHOSE COMMON STREET ADDRESS
IS 20151 SOUTH MAIN STREET (APN 7336-004-016), CITY OF CARSON WHEREAS, in 2013, South Bay Carson, LLC as owner of that certain real property hereinafter described and SyWest Development, LLC (collectively “SyWest”), acting on behalf of Enterprise Rent-A-Car Company of Los Angeles, LLC (“Enterprise”), applied for and was granted Conditional Use Permit No. 940-13, Relocation Review No. 3047-13 and Resolution No. 13-099 (collectively the “Original CUP”) which permitted, for an initial term of four (4) calendar years, the use of an approximately 24.65 acre site previously used as an organic refuse landfill, drive-in theater and auto-auction, whose common street address is 20151 South Main Street, Carson, California (the “Property”), as and for the storage of rental cars, including as a regional rental car storage hub, and the relocation of certain modular office buildings on that portion of the Property zoned ML-ORL-D; and
WHEREAS, the Original CUP was duly approved and adopted by the Carson City Council on October 21, 2013 and required, among other conditions of approval, that SyWest would, within three (3) years of approval of the CUP, enter into an agreement with the appropriate environmental regulatory agency (“Environmental Regulatory Agency” or “ERA”) to commence steps necessary to support the cleanup and reuse of the Property for new development; and WHEREAS, staff had contended that SyWest failed or refused to comply with this condition of the Original CUP and SyWest requested additional time to complete this task concurrently with City’s update to its General Plan (the “ERA Dispute”); and WHEREAS, SyWest has contended and advised staff that in order to fulfill this remediation condition of the Original CUP, a proposed plan for redevelopment and long term use of the Property is required to first be processed, considered and approved by the City, and SyWest and the City desired to confirm how this ERA Dispute would be addressed moving forward; and WHEREAS, the Original CUP required, among other conditions of approval, that SyWest would develop, implement, and maintain a landscaping plan to assure an aesthetically appropriate appearance surrounding the Property; and
WHEREAS, staff contended that certain areas of the existing landscaping around the Property were in disrepair and needed to be replaced and SyWest requested additional time to complete this task (“Landscape Dispute”); and

WHEREAS, City and SyWest desired to fully and finally resolve the Landscape Dispute and the ERA Dispute in order to avoid litigation between them arising out of such disputes, and without acknowledging fault or responsibility in connection with the positions of any party in such disputes; and
WHEREAS, in connection with the parties’ attempt to fully and finally resolve the ERA Dispute, the Landscape Dispute, and the CUP Extension Request (collectively the “Disputes”), to avoid litigation between them arising out of such Disputes, and without acknowledging fault or responsibility in connection with the positions of any party in such Disputes, on September 5, 2017, and May 5, 2020, the City Council adopted Resolutions 17-120 and 20-081, respectively, (“Compliance Resolutions”) which served as an attempt to effectuate the foregoing, and which also extended the compliance period under the Original CUP until October 31, 2021 (“Compliance Period”); and
WHEREAS, SyWest has addressed the Landscape Dispute by continuing to maintain the landscaping by a professional landscape company and replacing the landscaping if it is deemed unhealthy by the landscape maintenance company; generally, the City has determined the maintenance and appearance of the landscaping is acceptable; and WHEREAS, on or about July 20, 2020, SyWest submitted an application (“Application”) for development of the Property, which Application includes a request for a General Plan Amendment, Specific Plan and related entitlements (e.g. Development Agreement, tentative parcel map, site plan and design review) (collectively “Proposed Entitlements”); and WHEREAS, the City has placed ERA discussions regarding development on hold with DTSC while the City processes the Application; and
WHEREAS, SyWest has asked the City for the right to continue to utilize the Property consistent with the Original CUP while the Application is processed; and WHEREAS, pursuant to the Compliance Resolutions, SyWest deposited with City in October 2017, to be held in a separate City interest bearing account, a bond or other irrevocable instruction having a penal value of Three Hundred Fifty Thousand Dollars ($350,000) as a “Holdover Deposit” from which City may deduct any and all amount(s) as expressly provided for under the Compliance Resolution, with such deduction(s) timely and reasonably documented by City and made available for SyWest’s review; and
WHEREAS, pursuant to the Compliance Resolutions, SyWest further paid to City several installments of a “Heavy Vehicle Transit Fee”, of which portions of said payments included an increase of the Holdover Deposit, and cumulatively equate to an additional One Hundred Twenty Five Thousand Dollars, ($125,000) added to the Holdover Deposit to bring the total Holdover Deposit to Four Hundred Seventy-five Thousand Dollars ($475,000.00) as of April 30, 2021; and WHEREAS, on April 30, 2021, Enterprise ceased operations at the Property and properly vacated the Property in compliance with the Resolution; and WHEREAS, on September 13, 2021, having determined that Enterprise met the obligations of the Compliance Resolutions, the City terminated the $350,000 Holdover Deposit by issuing a letter of release to Bank of America, copied to SyWest and Enterprise, stating that the bond representing the Holdover Deposit for the benefit of the City may be cancelled. The remaining portion of the Holdover Deposit in the amount of One Hundred Twenty-five Thousand Dollars, ($125,000), was refunded on or about October 27, 2022, after Enterprise ended its operations on the Property;
WHEREAS, on November 3, 2021, to accommodate SyWest’s request and in furtherance of possible development of the Property, the City Council approved Resolution 21-142 (“Extended Compliance Resolution”), which, like the Compliance Resolutions, was adopted to finally resolve any Disputes and document the resolution of the same as well as to extend the compliance date of the Original CUP by one (1) additional year to October 31, 2022 (“Extended Compliance Period”), to provide SyWest time to secure the Proposed Entitlements from the City and obtain building permits by going through the plan check process and allow for beneficial use of the Property during that period;
WHEREAS, SyWest has been and continues to diligently seek to secure the Proposed Entitlements from the City, and SyWest and the City desire to allow for beneficial use of the Property during that period;
WHEREAS, on July 19, 2022, the City Council approved Resolution No. 22-148 approving a First Amendment to Extended Compliance Resolution further amending the Extended Compliance Period until no later than June 1, 2024 (“Second Extended Compliance Period”), and authorizing SyWest to use the Property for the following uses during the Second Extended Compliance Period:
(i) Sprinter Van Operations – which use shall be permitted on no more than twelve (12) acres of the site and consist of the overnight parking of delivery cargo vans, colloquially known as “Sprinter Vans” and employee vehicles entering and exiting the Property between 9:00 a.m. and 5:00 p.m. five (5) days per week, including occasional weekends if demand for services warrant, with the Sprinter Vans remaining parked overnight at the Property; and (ii) Car Operations – which use shall be permitted on the entire site and consist of parking of new or used cars without time restriction, and, to support such operations, the following incidental uses: (a) access and operation (e.g., loading, unloading, long term parking) by car carriers accessing the Property from Figueroa Street; (b) installation and use of temporary structures, including, without limitation, mobile storage units, canopies, sanitary services (i.e., portable toilets), and modular offices; and (c) the direct-to-consumer delivery of new or used cars between 9:00 a.m. and 5:00 p.m. seven (7) days per week; “Sprinter Van Operations” and “Car Operations” shall collectively be referred to herein as “Temporary Parking Use.”

WHEREAS, in accordance with Resolution No. 22-148, SyWest provided a site plan to the Planning Division designating the areas of the site that will be occupied. Any modification to the designated areas to be used shall require SyWest to file a revised site plan with the Planning Division.

WHEREAS, pursuant to Resolution No. 22-148, the Temporary Parking Use shall not include any of the following: (i) vehicle service or maintenance, other than preparation of a vehicle for transfer, sale, or delivery; (ii) loading/unloading, transfer shipping or removal of any contents of the Sprinter Vans; (iii) overnight parking of employee vehicles; (iv) sleeping of any kind within the Property, whether inside or outside any vehicle parked thereon; (v) parking of recreational vehicles or trailers designed for human accommodation, such as motorhomes, campervans, coaches, caravans fifth-wheel trailers, and popup campers, (vi) boats, (vii) large trucks, excepting therefrom car carriers, and containers, excepting therefrom storage units for storage of material and equipment supporting the Car Operations, or (viii) any other activity not specifically enumerated above within the description of the Temporary Parking Use (collectively, “Prohibited Activities”);
WHEREAS, before adoption of Resolution No. 22-148, City staff evaluated the scope of the Temporary Parking Use and confirmed that such activities would be less intensive from the standpoint of traffic, circulation, and air quality impacts than those previously analyzed and approved for the Enterprise activities under the Compliance Resolutions and, as such, no further review is required under the California Environmental Quality Act, Public Resources Code sections 21000 et seq. and its implementing guidelines (Cal. Code Regs. Title 14, §§ 15000 et seq. (collectively, “CEQA”) pertaining to the Temporary Parking Use; WHEREAS, SyWest had previously informed City staff that the entities conducting the Car Operations would not continue to utilize the Property without a commitment for the right to continue operations beyond June 1, 2024, and as such, SyWest had requested an additional extension to the Second Extended Compliance Period until no later than June 1, 2025, to allow the Car Operations to commit to continue their Temporary Parking Use on the Property; WHEREAS, in response to SyWest’s request, on November 21, 2023, the City Council approved Resolution No. 23-187 approving a Second Amendment to Extended Compliance Resolution further amending the Second Extended Compliance Period until no later than June 1, 2025, and authorizing the use of the Property for the Temporary Parking Use during the Second Extended Compliance Period;
WHEREAS, in response to SyWest’s request for an additional extension to allow entities conducting the Car Operations further certainty to continue utilizing the Property beyond June 1, 2025, on December 3, 2024, the City Council approved Resolution No. 2024-113 extending the Second Extended Compliance Period until no later than June 1, 2026 (“Third Extended Compliance Period”), to allow the Temporary Parking Use on the Property to continue until such time;

WHEREAS, Sywest has again requested an extension to provide the entities conducting the Car Operations further certainty to continue utilizing the Property beyond June 1, 2026, Third Extended Compliance Period in light of unexpected delays in processing the environmental review under CEQA and entitlements for the Proposed Entitlements until June 1, 2028 (“Fourth Extended Compliance Period”);
WHEREAS, the City Council hereby adopts this Resolution, amending Resolution No. 24-113 (“Fourth Extended Compliance Resolution”), to authorize the Temporary Parking Use for the Fourth Extended Compliance Period, as further revised, and outline the requirements and limitations applicable to such Temporary Parking Use.

NOW THEREFORE, the CITY COUNCIL of the CITY OF CARSON, CALIFORNIA, does hereby FIND, DETERMINE and ORDER AS FOLLOWS:

Section 1. Recitals.

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

Section 2. Approval of Extended Compliance Period Directed to South Bay Carson, LLC & SyWest Development, LLC, Jointly and Severally.

Subject to SyWest’s agreement to comply with its obligations set forth in Section 3 below, City hereby approves one extended compliance period under the Original CUP from October 31, 2021 until and through June 1, 2028 (“Fourth Extended Compliance Period”); provided that (i) the City Council may extend such time in its sole discretion by approval of an amendment to this Resolution if the Proposed Entitlements are not completed during the Extended Compliance Period and (ii) if at any time after June 1, 2026, the Proposed Entitlements are finally approved and construction can commence before June 1, 2028, City may provide written notice to SyWest terminating the Fourth Extended Compliance Period no earlier than thirty (30) days after delivery of said written notice.

Section 3. Conditions of Extended Compliance Period.

In resolution of the Disputes, the City Council issues the following compliance order:

A. SyWest shall terminate, and cease and desist in, the operation of any Temporary Parking Use on or at the Property; such compliance shall occur on or before the close of normal business hours on June 1, 2028 (the “Fourth Extended Compliance Deadline”); provided that (i) the City Council may, extend such time in its sole discretion by approval of an amendment to this Resolution if the Proposed Entitlements are not completed during the Extended Compliance Period, despite SyWest’s good faith efforts to continue to diligently seek to secure the Proposed Entitlements from the City, and (ii) if at any time after June 1, 2026, the Proposed Entitlements are finally approved and construction can commence before June 1, 2028, City may provide written notice to SyWest terminating the Fourth Extended Compliance Period no earlier than thirty (30) days after delivery of said written notice. Failure to meet the Fourth Extended Compliance Deadline, as may be extended per the terms herein, shall subject SyWest to enforcement actions as well as such other legal remedies as may be afforded City by law.

B. SyWest shall, during the term of this Fourth Extended Compliance Resolution, (i) comply with all remaining conditions of approval in the Original CUP, including, but not limited to, the landscape and operations provisions of the same, to the reasonable satisfaction of City; and (ii) continue to diligently seek to secure the Proposed Entitlements from the City.

C. In consideration of the Fourth Extended Compliance Period and resolution of the Disputes, by no later than February 1, May 1, August 1 and November 1 of each year during the Fourth Extended Compliance Period (the “Remittance Date”), SyWest shall pay to City as follows for the Temporary Parking Use:

1. For the Sprinter Van Operations and Car Operations, SyWest will remit an annual Heavy Vehicle Transit Fee of Ten Thousand Seven Hundred Seventy-Eight Dollars ($10,778) for every acre of the Property used for such purposes during the term of the Fourth Extended Compliance Period, reflecting compensation to the City for the Temporary Parking Use attributable to the Sprinter Van Operations and Car Operations.

The amount of any payment remitted by SyWest shall be based upon the portion of Property shown on the site plan as being used for the Sprinter Van Operations and Car Operations such that the amount of any such installment and total payment of the Heavy Vehicle Transit Fee shall be assessed and paid on a prorata basis. By way of example only, should only 9 of the total 24 acres of the Property be used on the Remittance Date for Sprinter Van Operations and Car Operations, the quarterly payment by SyWest on the Remittance Date shall be ($10,778.00 / 4) x 9 acres, (or $24,250.50 for such period).

SyWest shall provide a site plan to the Planning Division to designate the areas of the site that will be occupied. If the designated areas to be used are modified, a revised site plan shall be filed with the Planning Division. SyWest’s quarterly payment will include any increase or decrease in the Heavy Vehicle Fee due to the City for increased or decreased use of the Property since the last quarterly payment made to the City.

2. Should this Resolution be extended pursuant to Section 3.A above, SyWest shall pay a prorated amount of the Heavy Vehicle Transit Fee based on the acres used for such extended time and months by which the extension is authorized. Such installment shall be paid on the first day of the month following each three (3) month period following the extension of the Fourth Extended Compliance.

D. In the event that the Property stops being used for the Temporary Parking Use prior to the Fourth Extended Compliance Deadline, the payments required herein above will abate effective as of the date of cessation of the Temporary Parking Use, but only if there is a complete cessation of any and all use of the Property for Temporary Parking Use. Otherwise, cessation of use of the Property for either the Sprinter Van and/or Car Operations shall not abate the SyWest payment obligations set forth hereinabove.

Section 4. City’s Right to Enforcement; Miscellaneous Provisions.

A. Subject to the City’s election, in its sole and unfettered discretion, to extend the Fourth Extended Compliance Deadline, should SyWest fail to meet the Fourth Extended Compliance Deadline, SyWest shall pay a delinquent departure penalty in the amount of Five Thousand Dollars ($5,000.00) per day for each day of delayed departure beyond the Fourth Extended Compliance Deadline which departure penalty City may unilaterally withdraw from the Holdover Deposit.

B. In the event that any provision of this Resolution is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the entire Resolution shall be null and void and shall subject SyWest to such enforcement action(s) as well as such other legal remedies as may be afforded the City by law.

C. In the event the City is required to take action to enforce this Resolution, or in the event this Resolution is declared invalid, illegal or otherwise unenforceable by the court of competent jurisdiction and the City is required to commence an enforcement proceeding(s) against SyWest, the City shall be reimbursed by SyWest for all costs and reasonable attorneys’ fees incurred in such action or enforcement proceeding(s).

D. In the event that any claim or litigation is filed to challenge any provision of this Resolution (“Litigation Challenge”), the payment obligations of SyWest under this Resolution shall be tolled and delayed for a period of time equal to the time any such “Litigation Challenge” is pending. If a “Litigation Challenge” is pending on the date that any payment is due and payable under this Resolution, SyWest shall deposit the entire amount due and payable into a separate interest-bearing account (“Escrow Account”) with the City. Within thirty (30) days following the final resolution of any “Litigation Challenge,” SyWest shall authorize, in writing, City to withdraw all funds in the Escrow Account and credit the same against any unpaid annual 2024, 2025, 2026 2027, or 2028 Heavy Vehicle Transit Fee owed by SyWest as a result of the Property’s use for Temporary Parking Uses during the pendency of such “Litigation Challenge” (provided any balance thereafter remaining is returned by City to SyWest within ten (10) days thereof).

E. During the term of this Resolution and Fourth Extended Compliance Period, SyWest shall pay to the City all normal and customary fees and charges applicable to all permits necessary for the use, and any taxes, fees, and charges imposed by City in connection with the use which are standard and uniformly applied to similar entities in the City.

Section 6. Resolution Exempt from CEQA.

A. The City Council finds and determines that this Resolution is exempt from the requirements of the California Environmental Quality Act as a Class 1 Categorical Exemption, Existing Facilities, pursuant to Section 15301 of the CEQA Guidelines.

B. The City Council further finds and determines that this Resolution is exempt from the requirements of the California Environmental Quality Act as a Class 21 Categorical Exemption, Enforcement Actions by Regulatory Agencies, pursuant to Section 15321 of the CEQA Guidelines.

Section 7. SyWest Indemnification.

SyWest shall indemnify, protect, defend, and hold harmless City, and its respective officials, officers, employees, agents, elected boards, commissions, departments, agencies, and instrumentalities thereof, from any and all actions, suits, claims, demands, writs of mandamus, liabilities, losses, damages, penalties, obligations, expenses, and any other actions or proceedings (whether legal, equitable, declaratory, administrative, or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to, arbitrations, mediations, and other such procedures) asserted by third parties against City that may arise from or relate to adoption of this Resolution (herein the “Claims and Liabilities”), whether such Claims and Liabilities arise out of or under planning and zoning laws, the Subdivision Map Act, Code of Civil Procedure §§ 1085 or 1094.5, or any other federal, state, or local statute, law, ordinance, rule, regulation, or any decision of a competent jurisdiction.

Section 8. This Resolution Amends Prior Resolutions.

This Resolution shall amend and replace prior Resolutions addressing the matters described herein, including but not limited to Resolution No. 24-113.

Section 9. Effectiveness; Certification.

This Resolution shall take effect immediately upon its adoption. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Carson, California at a regular meeting on this 5th day of May 2026.

Lula Davis-Holmes, Mayor
ATTEST:

_________________________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

__________________________________________
Sunny Soltani, City Attorney [FG]

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )
I, Khaleah K. Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 26-048, was duly passed and approved by the City Council of the City of Carson at a regular meeting of said Council held on the ___ of _______, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Khaleah K. Bradshaw, City Clerk

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 5, 2026, 5:00 PM
CONSENT 27. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: CONSIDER APPOINTMENT A PUBLIC FINANCING AUTHORITY MEMBER FOR THE CARSONENHANCED INFRASTRUCTURE FINANCING DISTRICT (EIFD) (CITY COUNCIL) I. SUMMARY
The Public Financing Authority (PFA) serves as the governing board of the Carson Enhanced Infrastructure Financing District (EIFD), a financing mechanism established by the City of Carson in partnership with the County of Los Angeles in 2022. The EIFD is widely regarded as one of the most significant post-redevelopment financing tools available today, enabling local jurisdictions to reinvest property tax increment growth into long-term community priorities. Through this collaboration, both agencies contribute their respective property tax increments to support investments in affordable housing, environmental remediation, and public infrastructure.

The PFA is responsible for all actions of the EIFD, including the issuance of bonds and oversight of financing activities. In accordance with the EIFD Bylaws, the Authority Board consists of five members: two City Council members, one member of the Los Angeles County Board of Supervisors or their designee, and two public members, one appointed by the City Council and one appointed by the County Board of Supervisors. Public members serve at the pleasure of their respective appointing bodies and remain in office until successors are appointed.

Staff recommends the appointment of Adam Duvendeck to fill the current City-appointed public member vacancy on the PFA. Mr. Duvendeck is the new General Manager of Dignity Health Sports Park, succeeding Katie Pandolfo, who previously served in both roles and has since departed for a promotional opportunity.

II. RECOMMENDATION
APPOINT Mr. Adam Duvendeck as a public member to the Carson Enhanced Infrastructure Financing District (EIFD) Public Financing Authority (PFA)
III. ALTERNATIVES
TAKE any other action Council deems appropriate consistent with the law.

IV. BACKGROUND
EIFD Overview
Enhanced Infrastructure Financing Districts (EIFDs) are authorized under California Government Code Section 53398 et seq. and provide local agencies with a tool to finance a broad range of public infrastructure and development-related improvements.

The Carson EIFD encompasses approximately 1,735 acres, representing roughly 14 percent of the City, and includes key commercial, industrial, and redevelopment opportunity areas. The EIFD was established to facilitate strategic investment in infrastructure that supports economic development, environmental sustainability, and improved quality of life for residents and businesses.

Eligible projects within the EIFD may include, but are not limited to:

Environmental remediation and brownfield cleanup;
Affordable housing and related supportive infrastructure Economic development and community serving amenities of regional significance and more.

The EIFD does not impose new taxes. Instead, it captures a portion of future growth in property tax revenues (tax increment) from participating taxing entities, including the City and County, to finance eligible improvements identified in the Infrastructure Financing Plan (IFP).

The Carson Public Financing Authority (PFA) is a separate governing body responsible for administering the EIFD, including adoption and implementation of the IFP, approval of projects, and authorization of bond issuances. The PFA is required to include members of the legislative body as well as at least two members of the public to ensure community representation.

Staff Recommendation - Appointment of Adam Duvendeck
Filling the current public member vacancy is necessary to maintain compliance with State law and ensure the PFA remains fully constituted to carry out its responsibilities. A complete PFA is essential as the City continues to advance infrastructure investment strategies through the EIFD. The vacancy was posted in accordance with the Maddy Act from April 2 through April 13, 2026.

Adam Duvendeck brings over 15 years of experience with AEG and currently serves as General Manager of Dignity Health Sports Park, one of the City’s major regional assets. He oversees complex operations, large-scale events, and coordination with public and private stakeholders.

Mr. Duvendeck is also engaged with the City through multiple initiatives and serves as an advisor to the City’s Active Transportation Plan, supporting mobility and infrastructure planning efforts. Prior to his work with AEG, he competed as a professional athlete in two Olympic Games, reflecting strong discipline and leadership experience.

Based on his professional background and community involvement, staff recommends the appointment of Mr.

Duvendeck to the PFA as a public member.

V. FISCAL IMPACT
There is no direct fiscal impact associated with this appointment. Service on the PFA is voluntary and uncompensated. However, maintaining a fully constituted PFA supports the City’s ability to effectively implement the EIFD and pursue infrastructure financing opportunities.

VI. EXHIBITS

1. Application for Carson EIFD PFA Vacancy
Attachments
CCB Application FILLABLE_Adam Duvendeck_Carson EIFD PFA.pdf

APPLICATION FOR

COMMISSION / COMMITTEE / BOARD
_______

CITY OF CARSON
701 E. CARSON STREET
CARSON, CA 90745
CITY CLERK (310) 952-1720
FAX (310) 513-6243

APPLICANT NAME
First:

Last:

ADDRESS(NUMBER, STREET, ZIP) TELEPHONE NUMBERS
 Ho me  Cell  Work
 Ho me  Cell  Work
EMAIL ADDRESS: I ELECT TO ALLOW MY CONTACT INFORMATION
(HOME ADDRESS, TELEPHONE NO., EMAIL ADDRESS)
TO BE PUBLISHED ON THE INTERNET. 

INITIALS

NAME OF COMMISSIONS,
COMMITTEES, OR BOARDS:

BACKGROUND INFORMATION
1) Are you a registered voter in Carson?  Yes  No
2) Hav
e you or are you now serving on a City Commission, Committee or Board?  Yes  No If yes, please list your current appointments:

If yes, please list your prior appointments:
3) Are you a resident of the City of Carson?  Yes  No 4) Are you a paid employee of the City of Carson?  Yes  No If yes, give your position and work location
5) List your Highest Grade or Degree completed:

PLEASE LIST YOUR QUALIFICATIONS/EXPERIENCE RELEVANT TO THE DESIRED POSITION (THIS MAY INCLUDE ANY PREVIOUS EMPLOYMENT):

PLEASE INDICATE YOUR REASONS FOR WANTING TO SERVE:

CURRENT EMPLOYMENT  RETIRED (If applicable, state former profession) Name of Business:

City of Business:

Phone Number:

Position Title:

The Legislative body reserves the right to reassign within other City Commissions, Committees, and Boards. Upon reassignment, this application is transferable.

I certify that all statements made on this application are true and correct to the best of my knowledge. I have read and understand the duties and responsibilities of the particular position(s) that I am applying for. I understand that I will also be required to complete AB1234 Ethics Training within one year of my appointment, and may be required to submit a Conflict of Interest Form 700. All applications are subject to disclosure to the extent required under the California Public Records Act.

SIGNATURE DATE

FOR OFFICE USE ONLY
Received By:_______
Verified
Electorate:_______

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 5, 2026, 5:00 PM
CONSENT 25. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT WITHMOUR GROUP FOR FACADE IMPROVEMENT PROGRAM DESIGN & ARCHITECTURAL SERVICES (CITYCOUNCIL) I. SUMMARY
The Community and Economic Development Department is implementing the City’s 2023 Economic Development Strategic Plan, which prioritizes business retention, attraction, and expansion. In support of these efforts, the City entered into an agreement with Mour Group Engineering + Design Inc. (Mour) on July 1, 2023, to provide on-call design and architectural services for the City's Façade Improvement Program, with a not-to-exceed amount of $200,000.

Following Council approval of the first round of funding on May 7, 2024, several projects were advanced, and the majority of the contract funds have been expended. The City is now preparing to launch a second round of funding, including three additional projects, and has established a commercial facade revolving loan fund to support larger- scale facade improvements. Demand for these services is expected to grow as the City prepares for LA28.

To ensure continued program delivery, staff recommends approval of Amendment No. 1 to increase the Mour contract by $500,000.

II. RECOMMENDATION
TAKE the following action:

1. CONSIDER approval of Amendment No.1 for Mour Group Engineering + Design, Inc. to add $500,000 for the Commercial Façade Improvement Program; and,

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

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

IV. BACKGROUND
On June 20, 2023, the City Council approved a Professional Services Agreement with Mour to provide architectural services in support of the City’s Commercial Façade Improvement Program (“Program”). Since that time, Mour has been assisting Program participants by preparing concept designs, architectural plans, and related materials necessary to facilitate façade improvement projects throughout the City.

The Commercial Facade Improvement Program provides Carson business and property owners with matching grants to improve storefronts and attract new visitors to the City’s major commercial corridors. Under the Program, tenants and/or property owners may qualify for reimbursement grants ranging from $2,500 to $25,000 for storefront aesthetic improvements. A dollar-for-dollar match is required for amounts exceeding $2,500. For owners of multi- tenant centers, the maximum grant is $250,000 based on a minimum eligible expenditure of $497,500 on exterior improvements, subject to additional Program requirements. The Program officially launched in late 2022.

Since implementation of the Program, demand for architectural assistance has exceeded initial projections. Many applicants and prospective applicants lack the resources or technical expertise to retain private architectural services for facade improvement projects. As contemplated in the Program guidelines adopted by City Council on June 17, 2022, pursuant to Resolution No. 22-131, the City may provide complimentary design assistance to eligible applicants. Mour’s services have proven instrumental in facilitating applicant participation and advancing high-quality design outcomes consistent with City objectives.

Accordingly, staff recommends amending the existing Professional Services Agreement with Mour to increase compensation and extend available funding for continued architectural and landscape architectural services associated with future façade improvement projects under the Program.

Scope of Services
Mour will continue to provide architectural and landscape architectural assistance in support of the Program, including development of conceptual designs and plans for facade improvements, site design enhancements related to parking lot and landscaping improvements, and other eligible exterior property upgrades. Services include preliminary design consultation, preparation of architectural and construction drawings, assistance with permitting, and construction-phase support as needed.

Continuation of these services through Mour allows the City to maintain consistency and quality control over Program design implementation, while ensuring façade improvements align with broader City objectives, including the Carson 2040 Community Character and Design Element and the City’s Economic Development Strategic Plan.

V. FISCAL IMPACT
Approval of Amendment No. 1 with Mour Group Engineering + Design, Inc. will allocate an additional $500,000 from General Ledger Account No. 101-70-701-101-6004 for the contract term through 2028. Funding will be expended across multiple fiscal years. Because the approved mid-year budget adjustment included an increase in appropriations for this account, there is no additional budget impact associated with this action.

VI. EXHIBITS

1. Amendment No. 1 with Mour Group Engineering + Design, Inc.

Attachments
Mour Group Contract Amendment No. 1.pdf

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, May 5, 2026, 5:00 PM
CONSENT 29. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT WITHNEWMARK OF SOUTHERN CALIFORNIA, INC., TO CONTINUE PROVIDING REAL ESTATE BROKERAGESERVICES AND INCREASING THE TOTAL CONTRACT SUM TO $173,500 FOR ONE ADDITIONAL YEAR (CITYCOUNCIL) I. SUMMARY
On July 8, 2025, the City Manager executed a Contract Services Agreement with Newmark of Southern California, Inc., to provide real estate broker services for the City for the term of one year and in the amount of $73,500.

Throughout the year, Newmark has assisted with various real estate transactions and continues to support the City's economic development efforts by providing market information, developer correspondence, and various property appraisal and title research tasks. The current Contract will expire in June 2026 and the balance is nearly fully expended. As the City continues to focus on redeveloping certain parts of the community, staff has determined that the current contract amount is insufficient to meet ongoing and anticipated demand.

Staff now recommends approval of Amendment No. 1, increasing the contract amount by $100,000 ($15,000 in FY 2025-26 and $85,000 in FY 2026-27) for a revised contract total of $173,500; with contract amendment term expiring on June 30, 2027.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 1 to the Contract Services Agreement with Newmark of Southern California, Inc., to continue providing real estate brokerage services and increasing the the total contract sum to $173,500, for one additional year; and,

2. AUTHORIZE the Mayor to execute Amendment No. 1 following approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE the proposed amendment.

2. TAKE another action as deemed appropriate by the City Council, consistent with applicable laws and procedures.

IV. BACKGROUND
Newmark of Southern California, Inc., entered into a Contract Services Agreement with the City at the start of the fiscal year to provide the City with
real estate broker services in connection with the City's acquisition and disposition of various real property types in the City of Carson. Per the original scope of work, services were to include, but not be limited to:

Assisting the City in the due diligence aspect of property valuation, marketing, and sale or leasing of property to potential developers
Drafting Letters of Intent for purchase or leasing of the chosen real estate properties Providing advice concerning deal points in the negotiation and preparation of the Purchase and Sale Agreements, and being responsible for all aspects of the negotiation Providing comparable sales reports which will be provided to and reviewed with the City and its stakeholders via telephone conference or in person as it meets the needs of the City Notifying City of all purchase and lease offers made by eligible buyers or tenants by no later than twenty four hours within receipt of offer when feasible and in no event later than one calendar day after receipt In the current fiscal year, Newmark has assisted the City with various real property transactions that have drawn down on the current contract amount, leaving a small balance for services through June 30, 2026. If approved, the amendment would provide a small supplement of funds for the remainder of the fiscal year. Additionally, staff is recommending an extension of Newmark's services for next fiscal year to provide the same scope of work, beginning July 1, 2026; for an additional year. Staff is forecasting a need for these services in light of anticipated economic and community development activity next year.

Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will not be required irrespective of the amount of the change order. Given the aggregate contract amount exceeding the City Manager authority, execution of the amendment requires City Council approval.

V. FISCAL IMPACT
If the proposed Amendment No. 1 is approved, the contract services with Newmark of Southern California, Inc. will be increased by $100,000, resulting in a new not-to-exceed contract amount of $173,500. Of the total amendment amount, $15,000 will be utilized during the current Fiscal Year 2025–26 from Account No. 101-70-701-101-6004 within the adopted budget. The remaining $85,000 will be budgeted in Fiscal Year 2026–27 in account 101-70-730- 101-6004 as this will serve as the new G/L due to new division being created .

VI. EXHIBITS

1. Newmark of SoCal, Inc., executed Contract Services Agreement

2. Newmark of SoCal, Inc., draft Amendment No. 1
Attachments
Exh. 1 - NEWMARK OF SOUTHERN CALIFORNIA 2025 JULY 8.pdf Exh. 2 - NEWMARK Amendment No.1(2123795.1).pdf
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
NEWMARK OF SOUTHERN CALIFORNIA, INC.

Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
NEWMARK OF SOUTHERN CALIFORNIA, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein <Agreement=) is made and entered into this Cau day of 4 QVIU , 2025 by and between the CITY OF CARSON, a California municipal corporation (<City=) and NEWMARK OF SOUTHERIN CALIFORNIA, INC., a California corporation dba Newmark (<Consultant=). City and Consultant are sometimes hereinafter individually referred to as <Party= and hereinafter jointly referred to as the <Parties.=

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

C. Pursuant to the City of Carson9s Municipal Code, City has authority to enter into and execute this Agreement.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase <highest 01007.0572 2004243.2 -1-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D professional standards= shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances.

1.2 Consultant9s Proposal.

The Scope of Service shall include the Consultant9s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

1.5 Familiarity with Work.

1.6 Care of Work.

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the <Schedule of Compensation= attached hereto as Exhibit <C= and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seventy Three Thousand Five Hundred Dollars and Zero Cents ($73,500.00) (the <Contract Sum=) plus 2% of the total sales price or lease consideration as commission out of the sale or lease proceeds upon closing of a transaction for purchase and sale or lease of property, unless additional compensation is approved pursuant to Section 1.8. 01007.0572 2004243.2 -3-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant9s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City9s Director of Finance.

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

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant9s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
01007.0572 2004243.2 -4-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Christpher Beck Senior Managing Director
(Name) (Title)
01007.0572 2004243.2 -5-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D (Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant9s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant9s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant9s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant9s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City9s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be David C. Roberts, Jr., City Manager, or as otherwise designated by the City Manager. It shall be the Consultant9s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant9s employees, servants, representatives or agents, or in fixing their number, 01007.0572 2004243.2 -6-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) | Worker9s Compensation Insurance. A policy of worker9s 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 Employer9s Liability insurance coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including <any auto= and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability 01007.0572 2004243.2 -7-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Consultant9s profession, as determined by the City9s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a <claims made= basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant9s services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit <B=.
(g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant9s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply 01007.0572 2004243.2 -8-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] (f Wk
Consultantinitials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant9s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer9s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant9s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant9s indemnification liabilities as provided in Section 5.3.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (<Indemnified Parties=) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, 01007.0572 2004243.2 -9-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein <claims or liabilities=) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (<indemnitors=), or arising from Consultant9s or indemnitors9 reckless or willful misconduct, or arising from Consultant9s or indemnitors9 negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys9 fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys9 fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City9s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City9s negligence, except that design professionals9 indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated <A-= or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (<Risk 01007.0572 2004243.2 -10-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D Manager9) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the <books and records=), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant9s business, custody of the books and records may be given to City, and access shall be provided by Consultant9s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the <documents and materials=) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 01007.0572 2004243.2 -l1-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City9s sole risk and without liability to Consultant, and Consultant9s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as <works made for hire= as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed <works made for hire= for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered <voluntary= provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant9s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions 01007.0572 2004243.2 -12-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes: Default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant9s default shall not be deemed to result in a waiver of the City9s legal rights or any rights arising out of any provision of this Agreement. 73 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant9s acts or omissions in performing or failing to perform Consultant9s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0572 2004243.2 -13-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D 75 Rights and Remedies are Cumulative.

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days9 written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City thirty (30) days9 written notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of City9s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.
78 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such 01007.0572 2004243.2 -14-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys9 Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney9s fees. Attorney9s fees shall include attorney9s fees on any appeal, and in addition a party entitled to attorney9s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant9s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of 01007.0572 2004243.2 -15-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seg., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys9 fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

9.3 Counterparts.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification 01007.0572 2004243.2 -16-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

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

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
01007.0572 2004243.2 -17-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D 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
ar 0.(use
David C. Roberts, Jr. City Manager
VB
Dr. KE K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
OF 4 bce
maa
Sunny K. Soltani, City Attorney
[xjl]
CONSULTANT:

NEWMARK OF SOUTHERN CALIFORNIA,
INC., a California corporation
DocuSigned by:
wy | HL
ere <NTCRDTPadTO
Title: EVP, Market Leader #01355491
Signed by:

By Stow kal su
8Napmesosr8eKe Kolsky
Title: 00997737
Address: 1875 Century Park East, Suite 1380
Los Angeles, CA 90067
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT9S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT9S BUSINESS ENTITY. 01007.0572 2004243.2 -18-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D IN WITNESS WHEREOEF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation
David C. Roberts, Jr., City Manager
LF rodd ous
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

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

NEWMARK OF SOUTHERN CALIFORNIA,
INC., a California corporation
DocuSigned by:

By: [ Hu.

Name: Nick DTPa61 0
Title: Eve, Market Leader #01355491
Signed by:

By Cfo. bal stun
Napenesos BENE KOT sky
Title: | 00997737
Address: 1875 Century Park East, Suite 1380
Los Angeles, CA 90067
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT9S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT9S BUSINESS ENTITY. 01007.0572 2004243.2 -18-
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D 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
an 0. (fuse.

David C. Roberts , Ir, City Manage Mariage
ATTEST:

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

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

NEWMARK OF SOUTHERN CALIFORNIA,
INC., a California corporation
wy (HU by:
= Nan SNTCK DIPdolo
Title: EVP, Market Leader #01355491
Signed by:

By{ St bolsu
Ntappresosr 2hEKE Kolsky
Title: 00997737
Address: 1875 Century Park East, Suite 1380
Los Angeles, CA 90067
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT9S SIGNATURES

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

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

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

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S) NUMBER OF PAGES

GUARDIAN/CONSERVATOR

OTHER OOOO
O
OFF
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01007.0572 2004243.2
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D II.

EXHIBIT <A=

SCOPE OF SERVICES
Consultant will perform the following Services:

As directed by the City9s Contractor Officer on an as-needed basis, provide the City with services generally provided by a real estate broker in connection with the City9s acquisition and disposition of various real property types in the City of Carson. Such services will include but not be limited to:
e Assisting the City in the due diligence aspect of property valuation, marketing, and sale or leasing of property to potential developers
° Drafting Letters of Intent for purchase or leasing of the chosen real estate properties ° Providing advice concerning deal points in the negotiation and preparation of the Purchase and Sale Agreements, and being responsible for all aspects of the negotiation
e Providing comparable sales reports which will be provided to and reviewed with the City and its stakeholders via telephone conference or in person as it meets the needs of the City
e Notifying City of all purchase and lease offers made by eligible buyers or tenants by no later than twenty four hours within receipt of offer when feasible and in no event later than one calendar day after receipt
As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. As detailed in Section I. above
B. As reasonably requested by City9s Contract Officer
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 reasonably requested by City9s Contract Officer
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.

Consultant will utilize the following personnel to accomplish the Services:

A. Christopher Beck, Team Leader
01007.0572 2004243.2 A-1
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D Za
7s
=
5 01007.0572 2004243.2
Dain Fedora, Research and Analytics Director
Larry Wass, Senior Managing Director Financial Services Jeff York, Managing Director Facilities & Project Manager James Rorty, Senior GIS Analyst
Zac Caine, Associate Director
Gillian Sutton, Director Facilities & Project Manager
Rebecca Linck
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D EXHIBIT <B=

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
The Agreement is hereby amended as follows (deletions shown in strikethreugh and additions shown in bold italics):

I. Section 1.8 (Additional Services) of the Agreement is hereby amended to read in its entirety as follows:
<1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (11) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant, and until such written order is signed by Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.= I. The second paragraph of Section 2.4 (Invoices) of the Agreement is hereby amended to read in its entirety as follows:
<City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within thirty forty-five (3045) days of receipt of Consultant9s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.=
Ill. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows:
01007.0572 2004243.2 B-1
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D <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 five ene (54) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit <D=).=
IV. Section 4.1 (Representatives and Personnel of Consultant) of the Agreement is hereby amended to read in its entirety as follows:
<4.1 Representatives and Personnel of Consultant.

Christopher Beck, Consultant9s Senior Managing Director, Faefollewing-principals-of Consultant (<Principals=) isare hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
01007.0572 2004243.2 B-2
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D It is expressly understood that the experience, knowledge, capability and reputation of the feregeing Pprincipals were a substantial inducement for City to enter into this Agreement.

Therefore, the feregeing Pprincipals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may histheir responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant9s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant9s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.= V. Section 4.4 (Independent Consultant) of the Agreement is hereby amended to read in its entirety as follows:
<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 expressly set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant9s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are general agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.=
01007.0572 2004243.2 B-3
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D VI. Section 4.5 (Prohibition Against Subcontracting or Assignment) of the Agreement is hereby amended to read in its entirety as follows:
<4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its Pprincipals and its employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be terminatedveid. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.= VII. 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 elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker9s Compensation Insurance. A policy of worker9s 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 Employer9s Liability insurance coverage limits of at least $1,000,000.00.
(c) Business Automotive Insurance (Coverage Form ISO CA 00 01 including <any auto= and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
01007.0572 2004243.2 B-4
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D (d) Professional Liability. Professional liability insurance appropriate to the Consultant9s profession, as determined by the City9s 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 endersed-+te-be applicable to claims based upon, arising out of or related to professional services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant9s services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit <B=.

VIII. Section 5.2 (General Insurance Requirements) of the Agreement is hereby amended to read in its entirety as follows:
<5.2 General Insurance Requirements.

Alef Tthe abeve policies of insurance specified in Sections 5.1(a) and (c) shall be primary insurance and shall include name-the City, its elected and appointed officers, employees and agents as additional insureds with regard to claims arising out of Consultant9s ongoing operations under this Agreement, and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant9s policies of insurance specified in Sections 5.1(a) and (c)iasurance. The insurer under each of said policies of insurance is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their anne insurers. Moreover: fhe snsurance poliey sist speetty : 2s e . <ad ae ~
All of said policies of insurance specified in Sections 5.1 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 Consultant, which shall promptly forward to the City a copy of any such notice Consultant may receive. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or 01007.0572 2004243.2 B-5
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant9s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant9s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.=
01007.0572 2004243.2 B-6
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D IX. Section 7.2 (Disputes; Default) of the Agreement is hereby amended to read in its entirety as follows:
<7.2 Disputes: Default.

This timeframe is presumptively thirty (30) days, but may be extended, but though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of Consultant9s default shall not be deemed to result in a waiver of the City9s legal rights or any rights arising out of any provision of this Agreement.= 01007.0572 2004243.2 B-7
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D III.

EXHIBIT <C=

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

A. Up to $73,500 to be paid in accordance with services completed in a satisfactory manner at the billing rates listed in Exhibit C-1; and
Upon closing of a transaction for purchase and sale or leasing of property, Consultant will be paid 2% of the total sale or lease consideration as commission out of the sale or leasing proceeds, irrespective of whether escrow closes after expiration or sooner termination of the Agreement Term.

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.

The City will compensate Consultant for the Services performed upon submission of a valid invoice. This Section will not apply to Consultant9s 2% commission. Each invoice is to include:

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

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

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

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

The total compensation for the Services shall not exceed $73,500.00 plus 2% commission as provided in Section 2.1 of this Agreement.

The Consultant9s billing rates for all personnel are attached as Exhibit C-1. 01007.0572 2004243.2 C-1
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D EXHIBIT <C-1=

BILLING RATES
Managing Director and Above $500.00 per hour
Senior Associate and Below $250.00 per hour
Administrative Staff $75.00 per hour
01007.0572 2004243.2 C-2
Docusign Envelope ID: 7BB1E348-8B82-49EC-A7A1-C5525E1E408D EXHIBIT <D=

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

As directed by City9s Contract Officer.

II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
01007.0572 2004243.2 D-1
01007.0572 2123795.1
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACT
SERVICES (“Amendment No. 1”) by and between the CITY OF CARSON, a California municipal corporation (“City”), and NEWMARK OF SOUTHERN CALIFORNIA, INC. , a California corporation (“Consultant”), is effective as of the _____ day of ___________ 2026. City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

A. City and Consultant entered into that certain Agreement for Contractual Services dated July 8, 2025 (“Agreement”) whereby Consultant agreed to provide services generally provided by a real estate broker in connection with the City’s acquisition and disposition of various real property types in the City of Carson (“Services”), for a five year term at a total Contract Sum of $73,500.00 (“Contract Sum”) plus 2% of the total sales price or lease consideration as commission out of the sale or lease proceeds upon closing of a transaction for purchase and sale or lease of property.

B. City and Consultant have identified the need for continued Services at a rate that is higher than was anticipated at the time the Parties entered into the Agreement, resulting in the Parties needing to amend the approved Contract Sum by $ 100,000.00 thereby increasing the Contract Sum to $173,500.00.

C. The Parties also seek to reduce the Term from five years to a date expiring June 30, 2027.

D. Section 2611(m)(3) of the Carson Municipal Code (“CMC”) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will not be required irrespective of the amount of the change order.

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

2. Terms and Definitions. All words, terms, and phrases used or referenced in this Amendment No. 1, not expressly defined in this Amendment No. 1, shall have the same meaning ascribed to them in the Agreement.

01007.0572 2123795.1

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

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

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Seventy Three Thousand Five Hundred Dollars and Zero Cents ($173,500.00 73,500.00) (the “Contract Sum”) plus 2% of the total sales price or lease consideration as commission out of the sale or lease proceeds upon closing of a transaction for purchase and sale or lease of property, 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 five (5) years from the date hereof , no later than June 30, 2027, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”

C. Sections I. and IV. of Exhibit C (Schedule of Compensation) of the Agreement are hereby amended to read as follows:

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

A. Up to $173,500 $73,500 to be paid in accordance with services completed in a satisfactory manner at the billing rates listed in Exhibit C-1; and” “IV. T he total compensation for the Services shall not exceed $173,500 $73,500.00 plus 2% commission as provided in Section 2.1 of this Agreement.”

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

5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement and Amendment No. 1. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided 01007.0572 2123795.1
herein, Amendment No. 1. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

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

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

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

7. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

8. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 1.

[SIGNATURES ON FOLLOWING PAGE]

01007.0630 2029206.1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 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

CONSULTANT:

NEWMARK OF SOUTHERN CALIFORNIA ,
INC., a California corporation

By:

Name:

Title:

By:

Name:

Title:

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

Docusign Envelope ID: 9EBF07E2-ADAF-870E-83D3-8FBC09B9A80A Steve Kolsky
00997737
Nick DiPaolo
EVP, Southwest Market Leader

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

CONSENT 30. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: CONSIDER ADOPTION OF RESOLUTION NO. 26-044, A RESOLUTION REVISING COMMERCIALFAÇADE IMPROVEMENT PROGRAM GUIDELINES (CITY COUNCIL) I. SUMMARY
On June 21, 2022, the City Council established the Citywide Commercial Facade Improvement Program(“Program”) through adoption of Resolution No. 22-131 and appropriated funding for the Program throughResolution No. 22-132. Since implementation of the Program, staff has worked with property owners and businessoperators throughout the City to facilitate facade improvements and commercial revitalization projects.

Based on staff experience administering the Program, staff has prepared revised Program Guidelines to clarifyeligibility requirements, improve the application and review process, better align the Program with current Cityplanning objectives, and establish additional flexibility for targeted commercial corridors.

The proposed revisions include, but are not limited to, the following:

Clarification that eligible properties must be lawfully developed and located within commercial, mixed-use, orother nonresidential zoning districts where commercial uses are permitted under the City’s current GeneralPlan and Zoning Ordinance;Clarification that commercial tenant spaces within mixed-use developments may participate whereimprovements are limited to the commercial portion of the property;Clarification regarding reimbursable design, architectural, and permit costs;Expansion and clarification of eligible and ineligible uses of Program funds;Clarification of standards applicable to signage, code corrections, ADA improvements, and related exteriorrehabilitation work;Clarification of reimbursement and reapplication rules;Establishment of a special one-time no-match grant opportunity for eligible properties located along the northside of East Carson Street between Harbor View Avenue and Santa Fe Avenue; andAdministrative revisions to improve readability, consistency, and ease of Program implementation.

The proposed revised Program Guidelines is included under Exhibit No. 2.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 26-044, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, AMENDING THE GUIDELINES TO THE CITYWIDE COMMERCIAL FAÇADE IMPROVEMENT PROGRAM"
III. ALTERNATIVES
TAKE another action as deemed appropriate by the City Council, consistent with applicable legal requirements.

IV. BACKGROUND
The Commercial Facade Improvement Program was adopted to facilitate commercial revitalization, stimulateprivate investment, preserve and beautify commercial corridors, improve the physical image of the City, andpromote shopping, tourism, and a more attractive pedestrian environment through facade and site improvements.

Since adoption of the Program, staff has worked directly with numerous applicants and has identified areas wherethe existing Guidelines could be clarified or improved. In particular, the original Guidelines did not clearly addressmixed-use projects, reapplication eligibility, funding priorities, design reimbursement requirements, or how staffshould prioritize limited Program funds. The existing Guidelines also contained references to outdated GeneralPlan language.

The proposed revisions are intended to address these issues while preserving the overall structure and purpose ofthe Program. The revised Guidelines continue to prioritize revitalization along Avalon Boulevard, Main Street,Sepulveda Boulevard, Carson Street, and Figueroa Street, while also allowing flexibility to support other heavilytraveled commercial corridors where appropriate.

In addition, the revised Guidelines establish a targeted corridor incentive for properties located along the north sideof East Carson Street between Harbor View Avenue and Santa Fe Avenue. Based on the concentration of agingcommercial properties, longstanding disinvestment, and the need to encourage visible improvements within thisarea, the revised Guidelines provide that eligible properties within this corridor may receive a one-time City grantwithout a matching contribution requirement, subject to available funding and approval. Staff believes this targetedapproach is appropriate to encourage initial participation and catalyze additional private investment in this corridor.

KEY REVISIONS
The principal revisions to the Program Guidelines are summarized below:

1. Eligibility Clarification
The revised Guidelines clarify that eligible properties must be lawfully developed and located within commercial, mixed-use, or other nonresidential zoning districts where commercial uses are permitted under the City’s current General Plan and Zoning Ordinance.

2. Mixed-Use Development Eligibility
The revised Guidelines expressly allow commercial tenant spaces within mixed-use developments to participate in the Program where improvements are limited to the commercial portion of the project.

3. Funding Priorities and Selection Criteria
The revised Guidelines establish new criteria for prioritizing limited Program funds, including visibility, degree of blight, readiness to proceed, consistency with corridor revitalization goals, and economic revitalization benefits.

4. Grant Structure and Reapplication
The revised Guidelines clarify the distinction between the one-time no-match grant, matching grants, and larger grants for multi-tenant commercial centers. The revisions also clarify when a property may reapply for additional assistance.

5. East Carson Street Corridor Exception
The revised Guidelines establish a one-time no-match grant exception for eligible properties located along the north side of East Carson Street between Harbor View Avenue and Santa Fe Avenue.

6. Administrative and Formatting Revisions
The revised Guidelines include additional clarification regarding reimbursement procedures, design consultation, code compliance, signage improvements, and other implementation details. The revisions also improve organization and readability.

CEQA ANALYSIS
The proposed action consists of the adoption of revised administrative guidelines for an existing City program. The proposed action does not commit the City to any specific project or physical improvement and, therefore, is not a “project” under Section 15378 of the State CEQA Guidelines, as it can be seen with certainty that there is no possibility that adoption of the revised Guidelines may have a significant effect on the environment.

Alternatively, to the extent the action could be considered a project, it is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3) (common sense exemption) and Section 15308 (actions by regulatory agencies for the protection of the environment). Future individual façade improvement projects funded under the Program will continue to be subject to project-specific CEQA review, as applicable, prior to approval or funding.

V. FISCAL IMPACT
No fiscal impact. The proposed revisions do not appropriate additional funding or increase the total Programfunding previously authorized by the City Council. Instead, they clarify the administration of existing funds. Therevisions may increase Program participation and create additional demand for future funding. If additional fundingis needed, staff will return to the City Council with a separate appropriation request at a later date.

VI. EXHIBITS

1. Resolution No. 26-044 approving the revised Commercial Façade Improvement Program Guidelines.

2. Revised Commercial Façade Improvement Program Guidelines Attachments
Resolution No. 26-044.pdf
English_Program Guidlines_Commercial Facade Improvement Program_Updated 04.28.26.pdf RESOLUTION NO. 26-044

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, AMENDING THE GUIDELINES TO THE CITYWIDE COMMERCIAL FAÇADE IMPROVEMENT PROGRAM
WHEREAS, the City Council desires to establish a Commercial Façade Improvement Program to help business owners enhance the appearance of the location of their businesses, thus attracting more consumers to the City and improving the vitality of the City; and WHEREAS, the City Council has determined that, in order to make the program more accessible to Carson businesses, the Commercial Façade Improvement Program shall be offered to businesses along the East Carson Street corridor without any matching‑fund requirement from participating property or business owners; and
WHEREAS, updating the Commercial Façade Improvement Program guidelines is consistent with the Economic Development Strategic Plan’s directive to strengthen support for small businesses, enhance commercial corridors, and promote equitable economic opportunity; 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 guidelines of the Commercial Façade Improvement Program Exhibit “A” attached hereto and incorporated herein by this reference.

Section 2. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution of file, and effective as of May 5, 2026, the same shall be in force and effect.

PASSED, APPROVED, and ADOPTED this 5th day of May, 2026.

_______________________________
Mayor, Lula Davis-Holmes
ATTEST:
_______________________________
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

_______________________________
Sunny K. Soltani, City Attorney

EXHIBIT “A”

PROGRAM GUIDELINES

SEE ATTACHED
Updated 04/09/2026

CITY OF CARSON

COMMERCIAL FAÇADE

IMPROVEMENT PROGRAM

PROGRAM GUIDELINES

APPLICATION

CITY OF CARSON COMMERCIAL FAÇADE IMPROVEMENT PROGRAM

2 2
The Commercial Façade Improvement Program (“Program”) provides financial assistance to eligible property owners and authorized commercial tenants for the improvement of commercial buildings and structures within the designated commercial areas of the City of Carson (collectively, the “Target Areas”).

The goal of th e Program is to facilitate commercial revitalization, stimulate private investment, preserve and beautify commercial corridors, improve the physical image of the City, and promote shopping, tourism, and a more attractive pedestrian environment through enhancements to design, color schemes and building façades using City of Carson (“City”) funds.

The Program is intended to provide financial assistance for eligible façade improvements and certain related code corrections for commercial buildings and commercial tenant spaces within mixed -use developments located in the Target Areas, and to support revitalization of the City's commercial building stock . For purposes of the Program, “commercial" shall mean any lawful nonresidential use permitted by the City’s Zoning Ordinance . The Program shall be implemented in accordance with the se Program Guidelines. The City of Carson Community and Economic Development Department and its designee(s) (collectively , “Program staff” or “staff”) shall be responsible for Program implementation. The Director of the Community and Economic Development Department shall be responsible for Program oversight.

EQUAL OPPORTUNITY
Applicants will not be discriminated against on the basis of race, color, religion, sex, sexual orientation, creed, ancestry, national or ethnic origin, age, family or marital status, disability, or any other protected characteristic under applicable law . In addition, applicants shall not discriminate in the use, occupancy, or awarding of contracts with respect to the property rehabilitated with Program assistance.

CITY OF CARSON COMMERCIAL FAÇADE IMPROVEMENT PROGRAM

3 3

SECTION I - BACKGROUND AND LEGAL GUIDELINES

Background

The City of Carson Charter, Section 206, authorizes a comprehensive set of economic development incentives and programs to promote development given the unique environmental constraints in the City of Carson, to create jobs and to preserve the sound fiscal basis of the City. The City’s Charter powers include the authority to enter into agreements, and to loan, grant, fund, or finance projects which will provide public benefit and protect the public health, safety and welfare of the community, which programs may be carried out singly or in combination in a manner to promote the economic development objectives set forth in Section 206 of the Charter . Government Code Section 53803 authorizes the City to provide financial incentives to businesses to promote economic activity, including the assistance with commercial revitalization.

This Citywide Façade Improvement Program (“Program”) establishes a variety of specific goals for commercial development of the City of Carson as part of a citywide economic development strategy . These goals frame the near -term economic development objectives for the City during a period of significant change.

Many commercial corridors in Carson h ave lagged the progress recently made in the city’s core. Over the past 30 years, the City and former Redevelopment Agency have tried to incentivize development in the city through the creation of redevelopment project areas, with some success, but the overall vitality of the community was at a level that these were likely to see significant development activity only after other major projects were completed, such as the Former Cal Compact Landfill.

The focus of this program is commercial buildings and centers located along the following corridors : Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street. Commercial properties on other heavily traveled streets will be considered if they are near the intersections of the major streets.

Many of t hese areas were in former Project Areas of the former Redevelopment Agency, and under Redevelopment Law the Agency (or “RDA”) would have been able to undertake a number of the projects and programs described herein. However, all redevelopment agencies in California were dissolved under State Law in the 2011-2012 year.

The lesser economic vitality of the City’s commercial corridors has prompted the City to develop mechanisms to spur development in these key commercial areas.

On the north end, the lack of population density and appropriate retail development sites has made traditional retailing along Avalon Boulevard difficult. There is little non- restaurant “retail” in the stretch from the northern corporate limits to Del Amo Boulevard, with the exception of two “dollar” stores, a convenience store, a drug store, a liquor store, and a small handful of other shops. The growth in the area has been in housing,

CITY OF CARSON COMMERCIAL FAÇADE IMPROVEMENT PROGRAM

4 4
particularly in the two communities developed along Victoria, but the traffic speeds and lack of pedestrian amenities along Avalon have made even restaurant businesses struggle.

The south end of Avalon also faces issues , especially with vacant and blighted properties near the Sepulveda Boulevard intersection. Main Street has some commercial centers but most of the commercial activity is at the major intersections of Lomita, Sepulveda, 223 rd, and Carson Street. Likewise, Figueroa has a small amount of commercial frontage with most of its activity at Sepulveda (Target), the Carson Street intersection and the shopping Center at Torrance Boulevard.

Finally, Carson Street remains the other signature commercial street in the city but is generally characterized by individual buildings or smaller shopping centers , except for grocery-anchored centers at Main Street and Avalon Boulevard. It also extends the full width of the city, from the 110 Freeway to Santa Fe Street.

The particular challenges along each of these corridors suggest the need for a multi- year incentive program.

Project Area Goals
For the purposes of the Program description, the goals for the commercial corridors are consolidated and summarized below.

Create a Stronger Local Economy. Strengthen the economic base of the corridors and the community at large by supporting needed site improvements and encouraging commercial investment, employment, and economic growth.

Establish financial mechanisms to assist and encourage commerci al development opportunities.

Improve Public Infrastructure and Services. Provide necessary public improvements, including but not limited to flood control facilities, street improvements, parking supply, and traffic circulation. Develop emergency, cultural, recreational, maintenance, operational, and other services and facilities.

Use Land Wisely. Encourage land assembly and site planning that support integrated development and improved pedestrian and vehicular circulation .

Promote investment in areas that are stagnant, underutilized, or otherwise in need of revitalization.

Eliminate Blight. Eliminate deteriorating buildings, incompatible and uneconomic land uses, and other environmental, economic, and social

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deficiencies; improve the overall appearance of buildings, streets, parking areas, schools, and other facilities, and assure that all buildings are safe for people and businesses to occupy.

Protect and Enhance Community Character. Preserve architecturally, historically, and visually significant structures and sites , and promote urban design standards that enhance corridor identity, unity, and community character.

All economic development activities are pursued with the intention to seek communitywide benefits that create a more cohesive and unified community by strengthening the physical, social, and economic ties between various land uses. The City encourages community and property owner involvement and citizen participation in the adoption of policies, programs, and projects so as to ensure that the Economic Development Plans are implemented in accordance with the objectives and goals of the General Plan. As necessary, the City encourages the coordination, cooperation, and assistance of other local agencies to ensure that projects are implemented to their fullest and most practical extent.

The City may evaluate Program effectiveness on an annual basis using measures that include, but are not limited to, the following:

• Number of properties, storefronts, and tenant spaces improved through the Program;
• Total amount of City funds awarded and total amount of private matching funds leveraged;
• Number and extent of façade, signage, landscaping, lighting, and other site improvements completed;
• Number of properties where code -related deficiencies, nonconforming signage, or other blighting conditions were corrected;
• Reduction in long-term vacancies within priority commercial corridors; • Number of new or retained businesses operating at participating properties; • Amount of follow-on private investment associated with participating properties; • Geographic distribution of improvements among the City’s priority commercial corridors; and
• Degree to which completed projects advance the Program’s goals of commercial revitalization, improved community appearance, and corridor identity.

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SECTION II - FAÇADE IMPROVEMENT GUIDELINES

The Program may provide grants up to $2,500 with no matching contribution required, as well as matching grants of up to $25,000 for eligible applicants contributing private funds on a dollar -for-dollar basis. The Program may also offer design guidance and, where feasible, coordinated or streamlined review of eligible improvements.

ELIGIBLE USES OF FUNDS ARE FOR:

• Exterior Signs (installation of new or repair or replacement of legally installed and mounted signs; including neon or halo-lit signs);
• Awnings, canopies, or sunshades (installation of new or repair or replacement of fixed metal or fabric awnings), which could include perpendicular wall -mounted castle banners (without signage);
• Painting or exterior surface treatment (stucco, tile, stone, or brick replacement or repair);
• Asphalt paving, replacement or repair of tiles or decorative pavers (not in the public right-of-way); sidewalk or courtyard repaving (not in the public right-of-way); • Repair or replacement of masonry walls or footings;
• Outdoor lighting (installation of new exterior lighting fixtures; repair or replacement of existing exterior lighting fixtures);
• Installation, repair or replacement of decorative or security fencing; • Replacement of plate glass windows; re -glazing of windows or change of window mullions with the approval of architectural application by the City; • Installation or replacement of outdoor landscaping and fountains; • Design, architectural, and permit costs directly related to eligible façade improvements, subject to Director approval; provided that, to be eligible, such work shall be prepared with prior City consultation or as otherwise authorized by Program staff. Plans prepared or submitted without prior City input may be deemed ineligible for reimbursement or funding if they do not align with Program objectives or required approvals.
• Building and Health Code violations, seismic upgrades, and ADA compliance requirements, where identified by the City and directly related to eligible exterior rehabilitation work; and
• Other exterior improvements approved by the Director that further the purposes of the Program.

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USES NOT ELIGIBLE:

Funds may not be used for improvements that are not permanent or mounted or affixed to the building or the sidewalk. Ineligible uses include but are not limited to:

• Vinyl window signage/lettering;
• Portable signs, including sandwich boards and A -frame signs, and signs not mounted or attached to storefronts;
• Flags or banners;
• Benches and trash receptacles;
• Tables, chairs, or umbrellas;
• Code deficiencies not related to work that will be performed as a part of the façade improvements; and
• Any improvement items required by the City under separate action(s), including but not limited to Planning Division conditions of approval or code enforcement notices.

ELIGIBLE APPLICANTS:

Priority consideration shall be given to properties located along Avalon Boulevard, Main Street, Sepulveda Boulevard, Figueroa Street, and Carson Street, excluding the SouthBay Pavilion and other regional shopping mall properties unless specifically authorized by the Director based on a demonstrated public benefit. Properties on other major commercial corridors may also be considered where the project would provide significant visual, economic, or corridor revitalization benefits.

Properties located on the north side of East Carson Street between Harbor View Avenue and Santa Fe Avenue may be eligible for a corridor -specific one-time no-match grant, as set forth in Section II.

Buildings or structures eligible for rehabilitation under this Program must be lawfully developed and located within commercial, mixed -use, or other nonresidential zoning districts where commercial uses are permitted under the City’s current General Plan and Zoning Ordinance, as determined by the City. Residential uses are not eligible, except that commercial tenant spaces within mixed -use developments may qualify where the proposed improvements are limited to the commercial portion of the property.

Participation in this Program requires that the subject property is, and will continue to be, used for lawful commercial purposes in accordance with the City’s Zoning Ordinance.

All taxes, assessments, and insurance premiums currently due on the property must be paid before grant funds may be awarded. The property must also be adequately

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insured, including fire and flood insurance where applicable, as necessary to protect the interests of the owner and the City.

For purposes of this Program, a “multi -tenant commercial center” means a unified commercial development under common ownership or management containing at least three separate tenant spaces operating or intended to operate as an integrated center.

Individual buildings with only two tenant spaces shall not qualify for the multi -tenant center funding category unless the Director determines that the property functions as a commercial center of comparable scale and visibility.

GRANT AMOUNTS AND MATCHING REQUIREMENT:

A. Small Project Grant. Eligible applicants may receive reimbursement of up to $2,500 with no matching contribution required. This no -match grant is intended as a one -time funding opportunity per property, unless otherwise approved by the Director due to exceptional circumstances and available funding.

B. Corridor-Specific No-Match Grant Exception. Notwithstanding any other provision of these Guidelines, eligible properties located on the north side of East Carson Street between Harbor View Avenue and Santa Fe Avenue may receive a one -time grant from the City without a matching contribution requirement, subject to available funding and approval by the Director. The amount of such grant shall be determined by the City in accordance with the scope of eligible improvements and Program funding availability , and may exceed $25,000 per business . Properties receiving assistance under this subsection shall be subject to all other applicable Program requirements unless otherwise specified by the City.

C. Matching Grant. Eligible applicants may receive reimbursement above $2,500 and up to a maximum City contribution of $25,000, provided the applicant contributes matching private funds on a dollar -for-dollar basis for the amount above the initial $2,500 threshold.

D. Reimbursement Basis. All grants are awarded on a reimbursement basis only.

Applicants must provide evidence of completed work, proof of payment, and all required permits and approvals before reimbursement will be issued.

E. Multi-Tenant Commercial Centers. Owners of eligible multi -tenant commercial centers may apply for reimbursement up to $250,000 on a dollar-for-dollar match basis for comprehensive exterior rehabilitation projects. To qualify, the proposed improvements must substantially improve the overall visual appearance, design cohesion, and functionality of the center. Eligible center -wide improvements may include, but are not limited to, coordinated signage, awnings or canopies, façade refinishing, paving, lighting, windows, fencing, landscaping, and related design features.

The City may determine that recently completed or code -compliant improvements need not be replaced where they already support the goals of the Program.

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F. Reapplication. An applicant may submit only one no -match grant application per property. Properties that have previously received the one -time no-match grant of up to $2,500 shall not be eligible for an additional no -match award. Reapplication for future matching grants or additional phases of work may be considered only where the applicant demonstrates substantial new improvements, continued property eligibility, and available program funding, as approved by the Director.

PROJECT SELECTION AND FUNDING PRIORITY:

Because program funds are limited, eligibility does not guarantee funding. Complete applications may be prioritized by the City based on one or more of the following:

1. Visibility from major corridors or intersections;

2. Extent of existing façade deterioration or blighting conditions;

3. Degree of public-facing visual improvement;

4. Correction of code issues directly associated with façade improvements;

5. Economic revitalization benefit, including support for active commercial occupancy;

6. Readiness to proceed, including complete plans, permits, and matching funds;

7. Consistency with corridor revitalization goals and adopted City plans.

The Director may approve, conditionally approve, deny, or defer applications based on these criteria and available funding.

Program review shall occur in two phases:

Phase 1 – Preliminary Eligibility and Concept Review. Staff will determine basic applicant and property eligibility and review the proposed conceptual improvements.

Preliminary review does not reserve or commit funding.

Phase 2 – Final Funding Approval. Funding may be reserved only after the applicant submits all required plans, cost estimates, matching fund documentation if applicable, insurance materials, and required City approvals, and after execution of a Façade Improvement Grant Agreement by the City.

REHABILITATION STANDARDS:

All work performed under the provisions of this Program shall meet all applicable standards contained in the City's adopted zoning ordinance, local building and safety codes, and such other codes as designated by the Planning and Building and Safety Divisions. The City’s Municipal Code and Zoning Ordinance are available on the City’s website.

The City has determined that Program assistance may be used only for eligible exterior rehabilitation items and Americans with Disabilities Act (“ADA”) compliance improvements. Such exterior improvements may include, but are not limited to, exterior refinishing, new attached signage, and building façade improvements.

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The scope of work anticipated under the Program generally addresses exterior blighting conditions. As such, property inspections are generally focused on the exterior of the structure and general site conditions. In the course of any inspection which results in the disclosure of a code deficiency such as faulty wiring, plumbing, fire protection, means of egress , or other such deficiency, it shall be the responsibility of the owner to correct all identified deficiencies prior to Program participation.

Notwithstanding the foregoing, in the event that the code deficiency is directly associated with work that will be performed as a part of the façade improvements (e.g.:
a substandard entry door which is of insufficient size and lacks panic hardware, which will be replaced as a component of a new storefront), then such repairs may be included within the allowable scope of work under the Program.

Accordingly, Program assistance may be used for Building and Health Code violations, seismic upgrades, and ADA compliance improvements where identified by the City and where directly related to eligible exterior rehabilitation work. However, activities funded under the Program are generally limited to the exterior of the building and required ADA-related improvements approved by the City. The eligibility of any costs for ADA barrier removal under the Program is subject to Director approval. Typical allowable ADA improvements include improvements of entryway, path of travel, handicap bathroom access, and ADA parking spaces.

All Program improvements must be physically attached to the property and permanent in nature. Program staff may recommend specific improvements based on site analysis, design review, or architectural recommendations.

As part of project review, the City may require the removal, replacement, or modernization of nonconforming, deteriorated, visually incompatible, or outdated signage, including pole signs, where necessary to achieve the objectives of the Program, comply with applicable sign regulations, or support an approved center -wide signage program.

APPLICATION REVIEW AND APPROVAL PROCESS:

Applications are available in the Community and Economic Development Department.

With the exception of the “Corridor-Specific No-Match Grant Exception ” properties, all applicants are required to hire the contractor and is responsible for obtaining design approvals. The City shall assist in scoping the project and will reimburse the applicant for work performed, based on submittal of evidence of work performed and paid. For the “Corridor-Specific No -Match Grant Exception” properties, the City will issue payments directly to contractors rather than to applicants. As a result, applicants will not receive direct reimbursements from the City unless otherwise approved by the Director in cases of extenuating circumstances.

Staff shall receive and review completed applications on a rolling basis. Applications shall be evaluated for completeness, eligibility, and consistency with Program priorities.

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Because funding is limited, complete applications may be considered in light of the selection criteria set forth in these Guidelines, and eligibility alone shall not guarantee funding. The City shall not be committed to provide financial assistance until all required processing steps have been completed and the applicant has entered into an Improvement Grant Agreement with the City.

Funding is limited and subject to availability. When all available program funds have been reserved for the fiscal year, unfunded applicants shall be placed on the Program Interest List. These unfunded applicants will have first priority when additional funds become available, if necessary, and will be notified and may re -apply to the Program at such time.

In the course of performing an initial application review, staff will perform the following tasks:

1. Review application for completeness and eligibility of the applicant and property.

2. If upon review of the application staff determines the applicant and property are ineligible, inform the applicant in writing of such determination.

3. If upon review of the application staff determines the applicant is eligible, Staff will log the application into the program database.

4. Obtain a property information report from the City’s GIS system or other property information service provided by the City’s title company. This report must include the Assessor’s Parcel Number, square footage, year built, ownership information, flood zone information, transaction history, and other pertinent information used to verify property type, size, age, value, and physical location.

5. Determine whether the proposed rehabilitation is consistent with the goals of the City, the property owner, and the Program.

6. Once an applicant has been determined to meet eligibility requirements and the project has received preliminary staff approval, Program staff may conduct an initial site inspection and confer with the property owner or applicant to develop a preliminary scope of work and identify the type of assistance being requested.

As a goal, processing time from the date the Program determines that the applicant is eligible for assistance under the Program until a grant is approved or denied shall be 60 days.

ENVIRONMENTAL REVIEW:

The California Environmental Quality Act (“CEQA”) requires environmental review, as applicable, before City funds may be committed or released for a project.

As such, environmental forms must be completed and approved prior to releasing funds. A Determination of Categorical Exemption, Statutory Worksheet, and Level of Environmental Review form will generally address anticipated typical commercial rehabilitation activities contemplated under the Program. Staff shall ensure that

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appropriate documentation is prepared and signed by the City’s authorized official prior to the commitment of Program funds. Copies of the environmental review documentation shall be maintained in the project file.

FAÇADE IMPROVEMENT GRANT AGREEMENT:

The Façade Improvement Grant Agreement is an agreement between the City and the Owner that links the grant documents to the completion of the Façade Improvement Project by the Owner. It is a contract between the City and the applicant setting forth the terms and conditions of the grant of Program funds, specifically:

a. Source of funding.
b. Applicable funding source requirements.
c. Conditions of program eligibility.
d. Amount granted.
e. Basic use of the funds.

At all times throughout the application and pre -construction phases, it is critical that Staff emphasize to owners both verbally and in any written correspondences that absolutely no Program funds have been committed or approved by the City until the designated Program representative signs the Improvement Agreement. Only after this occurs can funds be encumbered.

FLOOD AND HAZARD INSURANCE REQUIREMENTS:

Applicants are obligated to carry sufficient hazard insurance coverage on the subject property to be rehabilitated under the provisions of this Program. Prior to any grant or loan assistance, minimum fire insurance coverage shall be provided in an amount which is equivalent to the value of the subject building or structure including the proposed rehabilitation improvements. Uninsured applicants must obtain coverage in the required amount prior to receiving grant and/or loan assistance. Applicants in a "Flood Hazard Area" will be required to purchase flood hazard insurance. This requirement may be waived for emergency repairs, at the discretion of the City.

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APPLICATION FORM (Page 1/4)

APPLICANT INFORMATION
Business Name:

Business Address:

Applicant’s Name:

Address:

Phone:

Email:

PROJECT DESCRIPTION
Description of Requested Improvements:
_________________________________
_________________________________
_________________________________
_________________________________
Estimated Cost:___________________
Is this your estimated cost, or have you
obtained a bid or estimate from an architect
or contractor?
____self ____ contractor ____architect
(Please provide a copy of estimate if available)

Please note that the maximum no -
match grant is $2,500. Applicants may
request additional reimbursement, up
to a maximum City contribution of
$25,000, on a dollar -for-dollar matching
basis for eligible improvements above
the initial $2,500 threshold. Property
owners of eligible multi -tenant
commercial centers undertaking
center-wide improvements may be
eligible for reimbursement up to
$250,000 on a dollar -for-dollar match
basis.

Amount applying for:
$________________
APPLICATION FORM – (PAGE 2/4)

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14 14

PROPERTY INFORMATION

FOR OWNER OCCUPANTS
I hereby certify that I am the owner of my
business property. The property is vested
(owned) under the following name:

Property Owner Legal Name:
________________________________
Contact Information:

________________________________

Assessors Parcel Number:
________________________________

FOR TENANT/LESSEES
I am a lessee/renter of the space for
which I am applying for a Façade
Improvement Grant. The owner of the
property is:

________________________________
Contact information for the property
owner:
________________________________

________________________________

Remaining years on lease term: _____
Assessors Parcel Number:
________________________________

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APPLICATION CHECKLIST - (Page 3/4)
To complete the application, all applicants must provide:
 1. Application (Completed and Signed by Applicant)
 2. If incorporated, evidence that applicant has authorization to apply for program  3. Verification of Property Ownership, if owner (Title or Deed of Trust)  4. Evidence of Tenant’s Right to Make Improvements, if tenant or lessee (Signed)
 5. Description of Scope of Work
 6. Proposed Construction Schedule/Timeline
 7. Estimate or Bid, if available
 8. Copy of Valid Carson Business License (Applicant, if applicable)  9. Copy of Valid Carson Business License (Contractor hired to perform work, required)
 10. Copy of Contractor’s License
 11. Proof of contractor’s general liability insurance  12. Proof of Contractor’s workers’ compensation insurance, as applicable  13. Proof of applicant’s commercial property insurance  14. Any additional insurance documentation required by the City or the Improvement Grant Agreement
 15. W-9 (Any reimbursements awarded will be made to the address listed on the W-9)
 16. DUNS (Dun & Bradstreet's Data Universal Numbering System) Number (if applicable)
 17. Photos of the existing property, including all existing improvement items proposed to be replaced; aerial or drone photos may also be included if available.

No assistance may be provided for any contract awarded before the application is approved and an Improvement Grant Agreement is entered with the City. Once the application is deemed complete by the City, the applicant must provide the following:
 Signed Improvement Grant Agreement, including City-approved detailed scope of work and plans
 Evidence of Planning Division approval
 Evidence of required permit approvals from the City of Carson  If claiming cash match, provide verification of funds availability (loan agreement, canceled checks, etc.)

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APPLICATION CERTIFICATION - (Page 4/4)

I hereby declare that the foregoing information is true and correct to the best of my knowledge. I authorize the City of Carson to verify the information to determine my eligibility and to conduct an inspection of my property. I understand that as the applicant I will hire the contractor and am responsible for obtaining design approvals. I understand that the Program provides that the City will reimburse the applicant for work performed, based on submittal of evidence of work performed and paid, and that the City will not pay contractors or vendors directly.

___________________________ _____ _________________________ Applicant Date

City of Carson – Department of Community & Economic Development 701 E. Carson Street, Carson, CA 90745
Phone Number: 310-952-1700 Ext. 1310
Email: [email protected]
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council

CONSENT 31. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER APPROVAL OF A PURCHASE ORDER WITH SHAW INDUSTRIES, INC. FORFLOORING MATERIALS AND SUPPLIES FOR THE CARSON EVENT CENTER (CITY COUNCIL) I. SUMMARY
Staff is requesting City Council approval to issue a purchase order for materials and supplies for Capital Improvement Project No. PW1835, also known as the Carson Event Center Flooring Project. The existing carpet at the facility has reached the end of its useful life and is showing clear signs of wear, including fraying and deterioration. If not addressed, these conditions could create tripping hazards and pose safety risks to staff and visitors. To improve safety and ensure long-term durability, staff recommends replacing the existing carpet with a more durable flooring system that includes Luxury Vinyl Plank (LVP), a high-quality, long-lasting flooring material, and an epoxy-based moisture barrier designed to prevent damage from underlying moisture. Additional detail is provided in the summary section of this report explaining why this moisture mitigation treatment is the most effective option compared to other available methods for preventing water and vapor intrusion. This evening's request is limited to purchasing the materials and supplies at this time, which allows the City to secure competitive pricing and ensure the materials are available when needed.

To complete this purchase, staff is requesting approval to issue a purchase order to Shaw Industries, Inc. using a cooperative purchasing agreement. A cooperative purchasing agreement allows the City to use pricing that has already been competitively bid and secured by another public agency, helping save time and ensure cost competitiveness without conducting a separate full bidding process. This approach is permitted under the City’s Municipal Code and complies with the City’s purchasing requirements. The total amount for the materials and supplies will not exceed $129,309.59. At the same time, staff is separately conducting a formal competitive bidding process to select a contractor for the installation work. A separate item recommending approval of the installation contract will be brought to the City Council for consideration at the May 20 meeting.

II. RECOMMENDATION
APPROVE a Purchase Order with Shaw Industries Inc., for flooring materials and supplies for a total not-to-exceed amount of $129,309.59 (Exhibit 1); utilizing the cooperative purchasing bidding exemption pursuant to CMC 2611(g) and Omnia Partners cooperative purchasing agreement #2020002144 for purposes of compliance with the bidding requirements of the purchasing ordinance.

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

IV. BACKGROUND
The existing carpeting at the Carson Community Center has been in place for several years and is now nearing the end of its useful life. There are clear signs of wear and tear, particularly in high-traffic hallways and common areas where the flooring is used most frequently. In addition to its physical condition, the carpet no longer meets the City’s desired standard for a clean, modern, and welcoming public facility.

To address these concerns, staff is recommending the purchase of new flooring materials from Shaw Industries, Inc. The proposed flooring is a commercial-grade Luxury Vinyl Plank (LVP), which is a durable, hard-surface material designed to withstand heavy use while providing an updated and more attractive appearance. Compared to carpet, LVP is easier to clean, more resistant to spills, and better suited for facilities with high daily foot traffic. To further protect this investment, the project includes a specialized epoxy-based moisture barrier that is applied to the concrete surface beneath the flooring. This treatment helps prevent moisture from damaging the new flooring over time and allows the City to receive a long-term manufacturer warranty, helping ensure the flooring performs well for many years.

On March 11, 2026, the City Council approved funding in the amount of $300,000 to move forward with this project, with a focus on improving areas of the Community Center that are frequently used by the senior community. These areas include the East Wing Hallway, East Wing Activity Room, East Wing Lounge, International Room, and Rooms 122 A, B, and C. At that time, staff also approved the specific flooring product to be used, Solitude LVT in the color “Fawn”, which is included as an exhibit to this report.

As part of the overall project, the City is following a two-step approach: purchasing the materials first, and then selecting a contractor to perform the installation. For the installation portion, staff developed a detailed scope of work that includes removal of the existing carpet, preparation of the surface, application of the moisture barrier, and installation of the new flooring. An Invitation for Bids was issued on April 9, 2026, and a pre-bid meeting was held on April 20, 2026, so interested contractors could visit the site and better understand the project requirements.

Bids are due on May 11, 2026, and staff plans to return to the City Council on May 20, 2026, with a recommendation for awarding the installation contract. For the purchase of materials, staff is utilizing a cooperative purchasing program, which is allowed under the Carson Municipal Code. A cooperative purchasing program enables the City to use pricing that has already been competitively bid and negotiated by another public agency, saving time and helping ensure fair and competitive pricing. In this case, the City is using an agreement through Omnia Partners, a nationally recognized cooperative purchasing organization that provides access to pre-approved vendors and contracts. This approach applies only to the purchase and delivery of materials and does not include installation services.

The City’s Purchasing Manager has reviewed this process and determined that it meets all requirements of the Municipal Code. As a result, the formal bidding process for materials has been waived, as allowed by City regulations, ensuring the City can move forward efficiently while still maintaining compliance with procurement rules.

V. FISCAL IMPACT
The total cost for the proposed purchase of flooring materials from Shaw Industries, Inc. is $129,309.59. If approved by the City Council, funding for this purchase is already included in the City’s adopted Fiscal Year 2025- 2026 Capital Improvement Project Budget under Project No. PW1835. The expense will be charged to account number 101-99-999-904-8008. This means the project can move forward without requiring any additional funding or budget adjustments at this time.

VI. EXHIBITS

1. Shaw Industries Inc. Proposal

2. OMNIA Partners Agreement #2020002144

3. Draft Purchasing Waiver

4. Material Specification Sheet
Attachments
Shaw Industries Proposal Job 206904.pdf
OMNIA Partner Agreement 2020002144
Draft Purchasing Waiver OMNIA Shaw.pdf
Spec Sheet.pdf
Fax: ( ) -
( ) -Phone:

Mail Drop 999 P.O. Box 748552
Atlanta, GA 30384-8552
DateProposal Submitted To Attention Phone Fax
City of Carson Freddy Loza
Proposal Name Job Name Job #
Community Center
Street Job Street Proposal ID
We hereby submit specifications and estimates for:

City, State and Zip Job City, State and Zip Customer PO Carson, CA 90745--224 Carson, CA 90745--224
801 E Carson St
Add #Date of Plans
Omnia
Architect Customer Job #
5241865
801 E Carson St
Community Center 206904
04/01/26
235129
None
( ) -( ) -
Extended Price Unit PriceColorItem Description Qty UOM
$41,776.00$3.7348516/FawnSolitude LVT 6" x 48" 11,200.00 SF $4,177.60$3.7348516/FawnSolitude LVT 6" x 48" (10% Attic Stock) 1,120.00 SF $2,757.44$196.964151 Pressure Sensitive Adhesive 4 Gallon / 340VS

14.00 Each
$1,289.49$48.3512557/TraverseDivvy Tile Ecoworx - 24" x 24" 26.67 SY $257.71$48.3512557/TraverseDivvy Tile Ecoworx - 24" x 24" (10% Attic Stock) 5.33 SY $29.38$29.38LokWorx+ Carpet Tile Adhesive 1 Gallon 1.00 Each $2,322.90$154.86TBS/To Be SelectedDetail Profile Thermoplastic Rubber Base 4.5" (48 LF per box)

15.00 Carton
$275.52$68.88Wall Base Adhesive Tube / 141VS 4.00 Carton $13,613.04$648.2400001/CJR400CJR400 Crack & Joint Repair for Concrete 21.00 Carton $1,812.80$16.4800001/MRS101MRS101 Moisture Resistant Skim Coat & Patch - 113CT (10 lb Bag)
110.00 Each
$24,865.47$394.6900001/MC5310MCS310 Moisture Control Solution (Mitigation) 63.00 Each $2,807.97$255.2700001/QBC300QBC300 Premixed Quick Drying Base Coat 11.00 Each $14,347.32$32.4600001/VL201VL201 Versatile Cementitious Self Leveling 442.00 Each $232.82$232.82Payment Bond Cost 1.00 SY
$7,087.08$7,087.08Estimated Freight - Pricing Good for 30 Days 1.00 Each $11,609.37Sales Tax
$47.68California Carpet Assessment as required by AB
2398
$129,309.59Base Bid Total:

Proposal Inclusions and Exclusions:

1. Contract#2020002144

2. OMNIA

3. Local Contact: Marcos Alday

4. Material title and risk of loss passes to the purchaser at the time of material delivery to owner provided address

5. Please email your Purchase Order to Stephanie Langford at [email protected] to initiate the order process. A purchase order is required before materials can be shipped.

6. ******Our remit-to address has changed.******

SHAW INTEGRATED & TURF SOLUTIONS
PO Box 748552
Atlanta, GA 30384-8552

Page 1 of 2 ends

Carson City CouncilMay 5, 2026

Carson City Council
May 5, 2026