Cities Index.
Agenda packet

Carson City Council
May 5, 2026

Document
Agenda packet
Meeting
May 5, 2026
Body
Carson City Council
Pages
39
Original file
115.8 MB
Text extracted from the city's file for reading and search. Open the original on s3.us-west-004.backblazeb2.com. That file is the official record.

01007.0632 2123889.1
RESOLUTION NO. 26-047

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

CALIFORNIA, AFFIRMING, PURSUANT TO CARSON MUNICIPAL
CODE SECTION 9173.4(C)(2)( a), THE DECISION OF THE CARSON

PLANNING COMMISSION TO DENY SITE PLAN AND DESIGN
REVIEW NO. 1935 -23 AND CONDITIONAL USE PERMIT NO. 1128 -23,

AND DENYING, AS RECOMMENDED BY THE PLANNING
COMMISSION, DEVELOPMENT AGREEMENT NO. 33 -23 FOR A

PROPOSED BATTERY ENERGY STORAGE SYSTEM (BESS)
FACILITY LOCATED AT 18800 BROADWAY AVENUE, APN 7339 -014- 009

WHEREAS, on April 13, 2023, the Department of Community Development received an application from Jessica Mowry on behalf of VESI 27, LLC (“VESI”) for the following entitlements for a proposed battery energy storage system (BESS) facility (the “Project”) on a 3 - acre vacant parcel located at 18800 Broadway (APN 7339 -014-009) and legally described in Exhibit "A" attached hereto (the “Property”) , which has a General Plan land use designation of Heavy Industrial and is zoned MH -D (Manufacturing Heavy – Design Overlay) : (i) A project description for applicable CEQA review; (ii) Development Agreement (DA) No. 33 -23, to grant specified development rights in exchange for provision of specified community benefits; (iii) Site Plan Review and Design Review (DOR) No. 1935 -23, to approve the development plan for the Project; and (iv) Conditional Use Permit (CUP) No. 1128 -23, to approve the proposed use of the Project.

WHEREAS, the Project is an approximately 100 -megawatt BESS consisting of lithium - ion batteries installed in refabricated enclosures housing internal racks, inverters, medium -voltage transformers, switchgear, collector substation, and other associated equipment to interconnect into the Southern California Edison (SCE) Nola Substation. The enclosures would have battery storage racks, with relay and communications systems for automated monitoring and management of the batteries to ensure design performance. A battery management system would be provided to control the charging/discharging of the batteries, along with temperature monitoring and control of the individual battery cell temperature with an integrated cooling system. Power inverters to convert between AC and DC, along with transformers to step up the voltage, would also be included. The proposed facility would operate on a 24/7/365 basis . A single 66 -kilovolt generation transmission line (gen-tie line) would interconnect the proposed project to the existing SCE NOLA substation.

The proposed gen-tie line route would start at the northeast portion of the Project site, run east along the west Grifith Street frontage, and connect to the SCE Nola Substation located approximately 165 feet east of the project site, on the SCE Nola Substation property. The proposed facility would provide a service by receiving energy (charging) from the SCE electric transmission system, storing energy, and then later delivering energy (discharging) back to the point of interconnection. The facility is intended to operate year-round and would be available to receive or deliver energy 24 hours a day and 365 days a year.

WHEREAS, studies and investigations were made, and a staff report with recommendations was submitted, and the Planning Commission, upon giving the required notice,

01007.0632 2123889.1
did on the 10th day of March 2026, conduct a duly noticed public hearing as required by law to consider the Project application. Notice of the hearing was posted on the Property, mailed to the applicant and owners of properties within a 1 ,000-foot radius of the Property, and published in a newspaper of general circulation in the City by February 13, 2026.

WHEREAS, the Planning Commission, after conducting the hearing and duly review ing and consider ing the Project and all associated documents and evidence in the record, adopted Planning Commission Resolution No. 26 -2900 on March 10, 2026, taking the following actions with respect to the Project: (i) finding a CEQA exemption applicable to denial of the Project; (ii) recommending City Council denial of DA No. 33-23; and (iii) denying DOR No. 1935-23 and CUP No. 1128-23.

WHEREAS, on March 23, 2026, VESI submitted an appeal application, appealing the Planning Commission’s decision set forth in Planning Commission Resolution No. 26 -2900 (the “Planning Commission Decision”) to the City Council pursuant to Carson Municipal Code (“CMC”) 9173.4 (“Appeal Application”).

WHEREAS, on or about April 15, 2026, the City Clerk deemed the Appeal Application sufficient and accepted it for filing pursuant to CMC 9173.4.

WHEREAS, studies and investigations were made, and a staff report with recommendations was submitted, including a summary of the factual data and the record of action taken on the case, and the City Council, upon giving the required notice, did on the 5th day of Ma y 2026, conduct a duly noticed public hearing as required by law to consider the Appeal Application and the Planning Commission’s recommendation that the City Council deny DA No. 33-23. Notice of the hearing was posted on the Property, mailed to the applicant and owners of properties within a 1,000-foot radius of the Property, and published in a newspaper of general circulation in the City by April 10, 2026.

WHEREAS, having completed the hearing, the City Council now elects and intends to : (i) affirm the Planning Commission’s decision pursuant to CMC 9173.4(C)(2)(a), including its finding of a CEQA exemption applicable to denial of DOR No. 1935-23 and CUP No. 1128-23 and its denial of DOR No. 1935-23 and CUP No. 1128-23; and (ii) find a CEQA exemption applicable to denial of DA No. 33-23 and deny DA No. 33-23, as recommended by the Planning Commission.

WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

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

SECTION 1. The foregoing recitals are true and correct and are incorporated herein by reference as though set forth in full as findings of fact.

SECTION 2. The City Council’s action set forth in this Resolution is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(4), which provides that a project is exempt from CEQA if the project will be rejected or disapproved.

SECTION 3. With respect to the Appeal Application, the City Council finds as follows , based upon substantial evidence taken from the record as a whole, and received at the hearing,

01007.0632 2123889.1
conducted on May 5, 2026, both oral and written, including the staff report and all attachments thereto:

A. As stated in Planning Commission Resolution No. 26 -2900, the Planning Commission’s Decision, finding a CEQA exemption applicable to denial of DOR No. 1935-23 and CUP No. 1128-23 and denying DOR No. 1935-23 and CUP No. 1128 -23, is appealable to the City Council in accordance with CMC 9173.4. The Planning Commission’s recommended CEQA finding and recommendation to the City Council regarding denial of DA No. 33 -23 is not an appealable decision under the CMC. The City Council’s consideration of DA No. 33-23 as set forth in the Resolution is pursuant to the Planning Commission’s recommendation as set forth in Planning Commission Resolution No. 26-2900, not pursuant to the Appeal Application.

B. The Planning Commission Decision is in accordance with CEQA as well as applicable law related to the process, noticing and hearings conducted in relation to consideration of the Project application. The Planning Commission Decision is also in accordance with the applicable requirements of the CMC and other applicable law.

C. The City Council hereby makes, ratifies, and affirms the findings set forth in Planning Commission Resolution No. 26 -2900 with respect to the Planning Commission Decision , which findings are incorporated herein by this reference as though set forth in full.

SECTION 4. With respect to Development Agreement No. 33 -23 (the “DA”), pursuant to Government Code Sections 65864 through 65869.5, as applicable, the City Council hereby finds as follows:

A. The underlying land use entitlements (DOR and CUP) are denied pursuant to the Planning Commission Decision and this Resolution . The DA is not supported and cannot be approved without approval of the underlying land use entitlements.

B. Pursuant to Government Code Section 65867.5, “a development agreement shall not be approved unless the legislative body finds that the provisions of the agreement are consistent with the general plan.” The DA is not consistent with the City’s General Plan for the reasons detailed in Sections 2 -3 of Planning Commission Resolution No. 26 -2900, and therefore the DA cannot be approved.

C. By Resolution No. 90-050, the City has adopted procedures and requirements for the consideration of development agreements pursuant to Government Code Section 65865(c). Section

7.F of those procedures and requirements provides that the City Council shall not approve a development agreement unless it finds that the proposed development agreement will not be detrimental to the health, safety and general welfare. Th is finding cannot be made with respect to the DA due to the public health and safety risks associated with the Project as detailed in Sections 2-3 of Planning Commission Resolution No. 26 -2900, and therefore the DA cannot be approved, and this is not negated or outweighed by the monetary payments and other community benefits proposed in the DA.

SECTION 5. Based on the foregoing findings, the City Council hereby : (i) affirms the Planning Commission Decision, pursuant to CMC Section 9173.4(C)(2)(a) ; and (ii) denies, rejects

01007.0632 2123889.1
and disapproves DA No. 33-23.

SECTION 6. Should any provision, section, paragraph, sentence or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this Resolution as hereby adopted shall remain in full force and effect.

SECTION 7. This Resolution shall be effective immediately upon its adoption. As provided in Code of Civil Procedure § 1094.6(b) and Carson Municipal Code §9173.5, any court action or proceeding brought to challenge this Resolution or the findings set forth herein pursuant to Code of Civil Procedure §1094.5 must be filed within 90 days after the date of this Resolution, except that any action or proceeding challenging this Resolution or the findings set forth herein that is within the scope of Carson Municipal Code §9173.5(A) must be filed within 60 days after the date of this Resolution. A copy of this Resolution shall be sent by first class mail to the applicant and to any person who has filed a written request for notice of this decision pursuant to Carson Municipal Code §9173.32.

SECTION 8. 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 held on the 5th day of May, 2026.

Lula Davis-Holmes, Mayor

ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council

SPECIAL ORDERS OF THE DAY 33. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: PUBLIC HEARINGS TO CONSIDER MULTIPLE ECONOMIC DEVELOPMENT SUBSIDIES(COMMERCIAL FACADE IMPROVEMENT PROGRAM GRANT AGREEMENTS - CITY-WIDE ROUND 2 & NOMATCH EAST CARSON CORRIDOR PROJECTS) TO PROVIDE CERTAIN COMMERCIAL BUSINESSES WITHGRANT FUNDING (CITY COUNCIL) I. SUMMARY
As noted during the City Council meeting on April 7, 2026, staff is seeking approval for three City-wide Round 2 grant agreements that require dollar-for-dollar matches, as well as up to thirteen East Carson Corridor grants that do not have a matching requirement. These grants are designed to support the City’s objectives of encouraging private investment, reducing vacancies, enhancing streetscape aesthetics, and improving the overall pedestrian and shopping experience. The total contribution from the City for these initiatives will be $1,662,168, supplemented by approximately $500,000 in private matching funds. Eligible improvements include painting, signage, lighting, landscaping, and structural upgrades, primarily focused along the East Carson Corridor. Further project details can be found in this report and the accompanying exhibits.

II. RECOMMENDATION
TAKE the following actions:

1. OPEN the public hearings; TAKE public testimony and accept any written and/or oral communication; and CLOSE the public hearings.

2. APPROVE the funding agreements.

3. AUTHORIZE the City Manager to execute all documents including the funding agreements in a form acceptable to the City Attorney.

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

IV. BACKGROUND
The goal of the Commercial Facade Improvement Program is to facilitate commercial revitalization, stimulate private investment, preserve and beautify commercial corridors, upgrade the physical image of the City, and generate shopping, tourism, and a pleasant walking environment by improving the visual aesthetics of targeted areas through enhancements in design, color schemes, and building facades.

Since the Program’s inception, staff has been working with applicants to advance their facade projects to meet the goals of the Program and other adopted plans, such as the Carson 2040 Community Character and Design Element, the Economic Development Strategic Plan, and applicable City codes. This has entailed refining project scopes to meet planning objectives, achieving compliance with building codes, and addressing budgetary and legal constraints, among other considerations.

Round 2 Grantees
The City is proposing to enter into multiple funding agreements with the following parties (“Round 2 Grantees”) to provide financial assistance in the form of an economic development subsidy (Commercial Facade Improvement Program Grant Agreements - Round 2):

1. Ding Tea Carson: 114 W. Carson St., Carson, CA 90745. A dessert specialty store located in the commercial plaza at the southwest corner of Carson St. and Main St. (Exhibit No. 1).

2. Home Service Unlimited, Inc. dba Land-Lord Management (219th): 21839-21855 Avalon Blvd., Carson, CA 90745. A neighborhood shopping plaza located at the corner or 219th and Avalon Blvd. (Exhibit No. 2).

3. HCJA Properties (Carson Plaza): 1329-1347 E Carson St, Carson, CA 90745. A neighborhood shopping center located at the corner of Carson St. and Vera St. (Exhibit No. 3).

East Carson Corridor No-Match Grantees
Additionally, the City proposes to enter into multiple funding agreements with the following parties (the “East Carson Corridor No-Match Grantees”) to provide financial assistance in the form of an economic development subsidy. These agreements are provided under Exhibits No. 4 through 16.

For this corridor, the City facilitated the selection of a single contractor to perform improvements across all participating businesses, rather than having multiple contractors, in order to streamline coordination, management, and implementation. The construction agreements, however, will be executed directly between each property owner and the contractor, with the City serving solely as a facilitator. While the City will enter into grant agreements with the property owners, payments will be made directly to the contractor to ensure administrative efficiency.

1. Perfume 4 Less: 2601 E. Carson St., Carson, CA, 90810. A specialty retail store located along the East Carson Corridor.

2. Irene’s Hair Cut + 310 Smoke Shop: 2605 E. Carson St., Carson, CA, 90810. A neighborhood salon and specialty tobacco retailer located along the East Carson Corridor.

3. Kathy’s Bakery Bros: 2609 E. Carson St., Carson, CA, 90810. A local bakery located along the East Carson Corridor.

4. Nitzy Salon + Medicina Alternativa: 2611 E. Carson St., Carson, CA, 90810. A local salon and alternative medicine store located along the East Carson Corridor.

5. H Glass & Mirror + MCL Logistic LLC: 2613 E. Carson St., Carson, CA, 90810. A specialty glass store and logistic office located along the East Carson Corridor.

6. Rob’s Liquor: 2615 E. Carson St., Carson, CA, 90810. A local liquor store located along the East Carson Corridor.

7. R C Dollar Plus + Taqueria El Cabrito: 2617-2619 E. Carson St., Carson, California 90810. A local general store and restaurant located along the East Carson Corridor.

8. Santa Fe Medical Clinic: 2637 E. Carson St., Carson, CA, 90810. A neighborhood medical clinic located along the East Carson Corridor.

9. Wajid Plaza, 2641 E. Carson St., Carson, CA, 90810. A neighborhood plaza located along the East Carson Corridor.

10. Dominguez Lavanderia: 2651 E. Carson St., Carson, CA, 90810. A neighborhood laundromat located along the East Carson Corridor.

11. A Plus Embroidery & Silkscreen + Noemi’s Income Tax Services: 2659 E Carson St., Carson, CA, 90810. A small office building with service providers located along the East Carson Corridor.

12. Dominguez Pizza: 2713 E. Carson St., Carson, CA, 90810. A local pizzeria located along the East Carson Corridor.

13. Golden Express & Donuts + Dela Liquor: 2717-2721 E. Carson St, Carson, CA, 90810. A neighborhood donut shop and liquor store located along the East Carson Corridor.

Required Economic Development Subsidy Reports
The City is authorized to implement the provisions of Government Code Section 53083 (AB 562), a statewide economic development tool enacted by Governor Brown in 2013 that applies to economic development subsidies of $100,000 or more and allows local jurisdictions to induce economic development. The City is also authorized under Section 206 of the City Charter and Chapter 3 of Article X of the Carson Municipal Code, which specifically authorize the City to enter into agreements to loan, grant, fund, or finance projects. As required, this report is consolidated with the Public Hearing notice included as Exhibit No. 17.

CEQA Analysis
Each Agreement has been reviewed by the City with respect to the applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures. The City has determined that each Agreement is not a “project” for purposes of CEQA, as defined in CEQA Guidelines Section 15378, because the agreements present no potential to result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Alternatively, even if the Agreements were determined to constitute a project, they would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

V. FISCAL IMPACT
As noted above, the City will provide a total direct subsidy of $1,662,168 to Round 2 and East Carson Corridor grantees. In addition, Round 2 grantees will contribute a minimum of $500,118 in required matching funds toward eligible property improvements, ensuring meaningful private investment alongside City support.

Program funding will be drawn from Account No. 101-70-701-101-6004 (Community Development/Professional Services). Based on current projections, available appropriations are sufficient to cover all anticipated expenditures in the current fiscal year. As the majority of costs will occur in the next fiscal year, partial funding for these agreements will be incorporated into the Fiscal Year 2026–2027 budget adoption process to ensure full alignment and continuity.

Additionally, a secured developer contribution of $250,000 for the East Carson Corridor is available and may be utilized for this purpose under Account No. 101-99-999-999-2401-CFIEC00. To further ensure adequate program funding, staff intends to request supplemental support from the Carson EIFD PFA Board for façade improvements at its annual meeting on June 15, which would address any potential shortfall. Any remaining funding needs, if identified, will be brought forward to the City Council for consideration under separate action.

Finally these subsidies are anticipated to be offset over time through increased tax revenues (including sales tax), reductions in vacancies, and increased private investment. Additionally, the Program’s dollar-for-dollar match requirement will leverage private capital investment in Carson properties. As detailed in the economic development subsidy analysis included as an exhibit, staff estimates that the direct, indirect, and induced tax revenues generated from these subsidies will be recouped within a 15-year period or less.

VI. EXHIBITS

1. Funding Agreement - Ding Tea Carson2. Funding Agreement - Home Service Unlimited, Inc DBA Land-Lord Management

3. Funding Agreement - HCJA Properties (Carson Plaza)4. Facade Improvement Agreement - Perfume4Less5. Facade Improvement Agreement - Irene's Hair-Smoke Shop6. Facade Improvement Agreement - Kathy's Bakery Bros7. Facade Improvement Agreement - Nitzy Salon + Medicina Alternativa8. Facade Improvement Agreement - H Glass & Mirror + MCL Logistic LLC9. Facade Improvement Agreement - Rob's Liquor10. Facade Improvement Agreement - R C Dollar Plus + Taqueria El Cabrito11. Facade Improvement Agreement - Santa Fe Medical Clinic12. Facade Improvement Agreement - Wajid Plaza13. Facade Improvement Agreement - Dominguez Lavanderia14. Facade Improvement Agreement - Noemi's Income Tax15. Facade Improvement Agreement - Dominguez Pizza16. Facade Improvement Agreement - Dela Liquor17. Public Hearing Notice Attachments
Facade Improvement Agreement - Ding Tea.pdf
Facade Improvement Agreement - 219th.pdf
Facade Improvement Agreement - Carson Plaza.pdf

01. Facade Improvement Agreement Perfume4Less_JN.pdf

02. Facade Improvement Agreement -Irene's Hair-Smoke Shop_JN.pdf

03. Facade Improvement Agreement -Kathy's Bakery Bros_JN.pdf

04. Facade Improvement Agreement -Nitzy Salon + Medicina Alternativa_JN.pdf

05. Facade Improvement Agreement -H Glass & Mirror + MCL Logistic LLC_JN.pdf

06. Facade Improvement Agreement - Rob's Liquor_JN.pdf

07. Facade Improvement Agreement - R C Dollar Plus + Taqueria El Cabrito_JN.pdf

08. Facade Improvement Agreement - Santa Fe Medical Clinic_JN.pdf

09. Facade Improvement Agreement - Wajid Plaza_JN.pdf

10. Facade Improvement Agreement -Dominguez Lavanderia_JN.pdf

11. Facade Improvement Agreement rjl edits -Noemi's Income Tax_JN.pdf

12. Facade Improvement Agreement -Dominguez Pizza_JN.pdf

13. Facade Improvement Agreement -Dela Liquor_JN.pdf
Public Hearing Notice.pdf
01007.0001/874381.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and DING TEA CARSON, a Limited Liability corporation (“Grantee”), owner of property or renter or lessee of property with the property owner’s consent located at 114 W Carson St, Carson, C alifornia, 90745 (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation of $1,000,000 made by the City Council during its meeting of June 21, 2022.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement constitutes a “Tax and Assistance Agreement” for 2 purposes of Section 206 of the Charter and has been approved by the City Council following all legally required notices and hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Program and is eligible for participation in the Program.

WHEREAS, the City created the Program in order to grant to commercial businesses funds of (1) up to $2,500 of unmatched funds or (2) a maximum of $25,000 of funds so long as applicant matches City funds with a $22,500 private contribution (for non multi-tenant centers). The grant increases on a dollar -for-dollar basis over $2,500, up to the $25,000 cap. For multi-tenant centers, the maximum grant is $250,000 based on a total expenditure of no less than $497,500.

WHEREAS, below is a table that illustrates various scenarios of funding contributions between City and a grant recipient:

Grantee Expenses
(Total Project Costs)
City Contribution
(Reimbursement)
Grantee Out-of-Pocket
(After reimbursement)
$2,500 $2,500 $0
$5,000 $3,750 $1,250
$10,000 $6,250 $3,750
$22,500 $12,500 $10,000
$47,500 $25,000 (cap for non multi-tenant) $22,500
$497,500 (multi-tenant) $250,000 (cap for multi-tenant) $247,500

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

SECTION 1: GRANT FUNDING; PUBLIC BENEFITS

01007.0001/874381.1
The City agrees to disburse to Grantee an amount not to exceed $7,617.50 (“Grant Funds”) to allow Grantee to pay eligible costs associated with construction of the Project (as defined below), on a reimbursement basis after Grantee completes the Project or each Project phase, as may be applicable, and submits the documentation required in Section 3 of this Agreement. Grantee shall contribute a total of at least $12,735 (or $5,117.50 after reimbursement) towards completion of the Project.

Under the Program Guidelines, City funds are eligible for uses including:
installation of new or repair or replacement of Exterior Signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles o r decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As additional Public Benefits, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) within the Project Guidelines, (ii) by a State licensed contractor within the time period(s) established in the “Schedule of Performance,” attached hereto and incorporated herein as Exhibit “B,” unless otherwise authorized by the City, and (iii) in accordance with approved construction documents, attached hereto and incorporated herein as Exhibit “C.” Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by the City’s Building Inspe ctors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper 4 work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the office of the City Clerk and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be respo nsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California Labor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight -hour work days and forty -hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit B). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or 01007.0001/874381.1
outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

SECTION 3: POST-CONSTRUCTION REQUIREMENTS; REIMBURSEMENT

Upon completion of the Project or each phase, if any, of the Project by Grantee, as provided in the Schedule of Performance, and upon final inspections for the Project and/or each phase of the Project by the City, the Grantee shall submit to the City the following properly executed and notarized forms: (i) Grantee’s sworn statement showing the full cost of the work and each separate component amount due to its contractor(s) and each and every subcontractor involved in furnishing labor, materials or equipment in the work; (ii) proof of payment of the contract cost pursuant to Grantee’s statement and final lien waivers from all contractors and subcontractors; and (iii) an invoice for payment of the Grand Funds. The City will endeavor to remit payment of the Grant Funds to Grantee within forty five (45) days after City’s receipt of all required documentation. Failure by Grantee to submit all required documents or, to comply with th e provisions of this Agreement, or complete all improvements in accordance with the approved plans and specifications in the time specified, will result in City not paying Grantee the Grant Funds.

SECTION 4: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Program Guidelines.

SECTION 5: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section s 3 or 4 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request (s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this 6 provision.

SECTION 6: INSURANCE AND INDEMNIFICATION.

6.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees.

This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

6.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 6.1, and prior to commencement of any construction toward the Project , Grantee and all Grantee’s contractors that will perform any work on the Project shall obtain, provide and maintain at their own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). Grantee and all Grantee’s contractors that will perform any work on the Project 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 01007.0001/874381.1
not less than $1,000,000 per occurrence, $2,000,000 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.

(ii) Worker’s Compensation Insurance . Grantee and all Grantee’s contractors that will perform any work on the Project shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee and such contractors 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 Grantee or its contractors in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee’s contractors that will perform any work on the Project shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Professional Liability . For any design professional retained by Grantee to prepare designs for the Project , professional liability insurance appropriate to such profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out o f or related to obligations carried out under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of the professional services.

During this additional 5-year period, Grantee shall annually and upon r equest of the City submit written evidence of this continuous coverage.

(v) Flood Insurance. If Grantee receives $50,000 or more from the City as Grant Funds and the Property is located in a FEMA designated high-risk area (zones A or V), Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(vi) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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 8 equipment item; (6) ocean marine cargo coverage insuring any project 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 site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. General Insurance Requirements . Except for professional liability insurance and commercial general liability insurance maintained by Grantee , 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 the insured’s insurance. The commercial general liability insurance maintained by Grantee’s contractors shall also name Grantee as an additional insured. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not sati sfy 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, cancelled or non-renewed 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 Grantee or Grantee’s contractors shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee and its contractors have provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

01007.0001/874381.1
SECTION 7: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is unrelated to the approved improvements provided for in this Agreement.

SECTION 8: TERM AND TERMINATION

8.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of two (2) years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

8.2. TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event, City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement.

SECTION 9: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project . Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and instead, is electing to obtain its own licensed architect to prepare designs for the Project. 10 In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 10: MISCELLANEOUS PROVISIONS

10.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

10.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

10.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

10.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determination of “f inancial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5. Grantee hereby warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or 01007.0001/874381.1
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 or consequence of obtaining or being awa rded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

10.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Program Guidelines. Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

10.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

10.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Ding Tea Carson
114 W Carson St.

Carson, CA 90745
Attn: Wai Vong
Email:[email protected]

10.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 12 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

10.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

10.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Wai Vong, Grantee, Ding Tea Carson

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

10.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

10.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

10.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

01007.0001/874381.1

10.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

10.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

10.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

10.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

Wai Vong, Grantee, Ding Tea
Carson

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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. GRANTEE’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01007.0001/874381.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 01007.0001/874381.1

CONSENT OF OWNER
Owner, _______________________, a ________________, represents and warrants that is it the owner of the property located at ________________, Carson, California, and is currently leasing said property to ________________________ (“Grantee”). Owner hereby grants its consent to the terms and conditions of this Agreement.

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Owner 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. OWNER’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL

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

18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 01007.0001/874381.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_____________________________
___________________________________

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

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 20 EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Ding Tea Carson Tel. No.:

Address: 114 W Carson St Date: March 2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Jacob Collins, Assistant Planner (Project Planner), at jcollins @carsonca.gov or 310-952- 1700 ext. 1327.

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

1. Removal and replacement of all storefront metal with standard size double door.

2. Clear tempered glass installed into opening with graffiti film on exterior with black silicone used to seal.

Estimated Cost Summary
Item Cost Range
Storefront Metal & Doors Replacement 4x 1 ¾’ Clear Anodized $8,300 3 Vertical Mullion, 1 Horizontal Mullion, 1 Bottom Sill, 1 Head Can, Threshold & Standard Size 72x84 Double Doors Narrow Stile Frame- 10" kickplate 72 x 24 ¼” Clear Tempered Glass $165
50 x 24 ¼” Clear Tempered Glass $165
50 x 80 ¼” Clear Tempered Glass $375
30 x 70 ¼” Clear Tempered Glass $470
Labor includes on-site measurement, professional installation, and removal of all job related debris
$2500
Clear Graffiti Film on Exterior of all pieces of glass $760 Total $12,735
01007.0001/874381.1
NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

22 EXHIBIT “B”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK: Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”). Grantee agrees that the City will not be responsible to reimburse Grantee for any funds the Grantee may advance to the contractor prior to the issuance of the Notice to Proceed . Grantee agrees that materials purchased, work commenced, or construction agreements signed prior to the Notice to Proceed are solely Grantee’s responsibility and are not eligible for reimbursement under this Agreement.

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City . The Project work shall be deemed complete upon written notification specifying that the Project work has been completed issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

When requested by the Grantee, extensions to the time period(s) may be approved in writing by the Contract Officer but not exceeding one hundred (180) days cumulatively.

01007.0001/874381.1

EXHIBIT “C”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

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FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 2__ (“Effective Date”), by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Home Service Unlimited, Inc DBA Land-Lord Management, a C Corporation (“Grantee”), owner of property or renter or lessee of property with the property owner’s consent located at 21839-21855 S Avalon Blvd, Carson, California, 90745 (“Property”), on the other hand.

The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation of $1,000,000 made by the City Council during its meeting of June 21, 2022.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial 2 development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement constitutes a “Tax and Assistance Agreement” for purposes of Section 206 of the Charter and has been approved by the City Council following all legally required notices and hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Program and is eligible for participation in the Program.

WHEREAS, the City created the Program in order to grant to commercial businesses funds of (1) up to $2,500 of unmatched funds or (2) a maximum of $25,000 of funds so long as applicant matches City funds with a $22,500 private contribution (for non multi-tenant centers). The grant increases on a dollar -for-dollar basis over $2,500, up to the $25,000 cap. For multi-tenant centers, the maximum grant is $250,000 based on a total expenditure of no less than $497,500.

WHEREAS, below is a table that illustrates various scenarios of funding contributions between City and a grant recipient:

Grantee Expenses
(Total Project Costs)
City Contribution
(Reimbursement)
Grantee Out-of-Pocket
(After reimbursement)
$2,500 $2,500 $0
$5,000 $3,750 $1,250
$10,000 $6,250 $3,750
$22,500 $12,500 $10,000
$47,500 $25,000 (cap for non multi-tenant) $22,500
$497,500 (multi-tenant) $250,000 (cap for multi-tenant) $247,500

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, the City intends to provide Grantee a grant in the amount of $100,000 or more thereby subjecting such grant to the provisions of Government Code Section 53083.

WHEREAS, on __________________, 202 6, the City Council held a public hearing, duly noticed pursuant to Government Code Section 53803 and published on the City’s website, including the information required by Section 53083, considered all written documentation and testimony provided at the he aring and closed the public hearing regarding City’s provision of the grant as contemplated herein and approval of th is Agreement.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA

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Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

WHEREAS, in accordance with the City’s Charter powers and Government Code Section 53083, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

SECTION 1: GRANT FUNDING; PUBLIC BENEFITS

The City agrees to disburse to Grantee an amount not to exceed $250,000 (“Grant Funds”) to allow Grantee to pay eligible costs associated with construction of the Project (as defined below), on a reimbursement basis after Grantee completes the Project or each Project phase, as may be applicable, and submits the documentation required in Section 3 of this Agreement. Grantee shall contribute a total of at least $497,500 or ($247,500 after reimbursement) towards completion of the Project.

Under the Program Guidelines, City funds are eligible for uses including:
installation of new or repair or replacement of Exterior Signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles o r decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As additional Public Benefits, w here feasible for Grantee when hiring 4 contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) within the Project Guidelines, (ii) by a State licensed contractor within the time period(s) established in the “Schedule of Performance,” attached hereto and incorporated herein as Exhibit “B,” unless otherwise authorized by the City, and (iii) in accordance with approved construction documents, attached hereto and incorporated herein as Exhibit “C.” Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by the City’s Building Inspe ctors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the office of the City Clerk and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be respo nsible for paying such

01007.0001/874383.1
increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California Labor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (ii i) Section 1776 requiring the making, keeping, and disclosing of detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight -hour work days and forty -hour work weeks. If Grantee violates the foregoing or any other Prevailin g Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit B). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

SECTION 3: POST-CONSTRUCTION REQUIREMENTS; REIMBURSEMENT

Upon completion of the Project or each phase, if any, of the Project by Grantee, as provided in the Schedule of Performance, and upon final inspections for the Project and/or each phase of the Project by the City, the Grantee shall submit to the City the following properly executed and notarized forms: (i) Grantee’s sworn statement showing the full cost of the work and each separate component amount due to its contractor(s) and each and every subcontractor involved in furnishing labor, materials or equipment in the work; (ii) proof of payment of the contract cost pursuant to Grantee’s statement and final lien waivers from all contractors and subcontractors; and (iii) an invoice for payment of the Grand Funds. The City will endeavor to remit payment of the Grant Funds to Grantee within forty five (45) days after City’s receipt of all required documentation. Failure by Grantee to submit all required documents or, to comply with th e provisions of this Agreement, or complete all improvements in accordance with the approved plans and specifications in the time specified, will result in City not paying Grantee the Grant Funds.

SECTION 4: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its 6 contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable times and in conformance with generall y accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Program Guidelines.

SECTION 5: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section s 3 or 4 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request (s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 6: INSURANCE AND INDEMNIFICATION.

6.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees.

01007.0001/874383.1
This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

6.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 6.1, and prior to commencement of any construction toward the Project , Grantee and all Grantee’s contractors that will perform any work on the Project shall obtain, provide and maintain at their own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). Grantee and all Grantee’s contractors that will perform any work on the Project 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 not less than $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 n ot been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

(ii) Worker’s Compensation Insurance . Grantee and all Grantee’s contractors that will perform any work on the Project shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee and such contractors 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 Grantee or its contractors in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee’s contractors that will perform any work on the Project shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Professional Liability . For any design professional retained by Grantee to prepare designs for the Project , professional liability insurance appropriate to such profession. This coverage may be written on a “claims made” basis, and must include 8 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 obligations carried out under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of the professional services.

During this additional 5-year period, Grantee shall annually and upon request of the City submit written evidence of this continuous coverage.

(v) Flood Insurance. If Grantee receives $50,000 or more from the City as Grant Funds and the Property is located in a FEMA designated high-risk area (zones A or V), Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(vi) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean 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 site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. General Insurance Requirements . Except for professional liability insurance and commercial general liability insurance maintained by Grantee , 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 the insured’s insurance. The commercial general liability insurance maintained by Grantee’s contractors shall also name Grantee as an additional insured. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The

01007.0001/874383.1
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 , cancelled or non-renewed 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 Grantee or Grantee’s contractors shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee and its contractors have provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 7: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is unrelated to the approved improvements provided for in this Agreement.

SECTION 8: TERM AND TERMINATION

8.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of two (2) years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

8.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as ma y be determined by the Contract Officer. In addition, Grantee 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) Grantee 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 10 failed to cure the default within said cure period. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event, City may issue a 14-day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement.

SECTION 9: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project . Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 10: MISCELLANEOUS PROVISIONS

10.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

10.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

10.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it

01007.0001/874383.1
presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by it. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreem ent. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

10.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determination of “f inancial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5. Grantee hereby 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 or con sequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

10.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Program Guidelines. Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

10.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

10.7 NOTICES.
12 All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Home Service Unlimited, Inc.

DBA Land-Lord Management
6888 Lincoln Ave., #A
Buena Park, CA 90620
Attn: Francis C. Hsu
Email:[email protected]

10.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

10.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

10.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Francis C. Hsu, Grantee, Home Service Unlimited, Inc. DBA Land-Lord Management

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

01007.0001/874383.1

10.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

10.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

10.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

10.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

10.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

10.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

10.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

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14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

FRANCIS C. HSU, GRANTEE,

HOME SERVICE UNLIMITED,
INC. DBA LAND -LORD

MANAGEMENT

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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. GRANTEE’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

CONSENT OF OWNER
Owner, _______________________, a ________________, represents and warrants that is it the owner of the property located at ________________, Carson, California, and is currently leasing said property to ________________________ (“Grantee”). Owner hereby grants its consent to the terms and conditions of this Agreement.

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Owner 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. OWNER’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL

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

18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_____________________________
___________________________________

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

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 20 EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: 219th Property Tel. No.:

Address:21839-21855 S Avalon Blvd Date: March 2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by na me and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired substitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be included in each line item. Use of lead-based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Richard Garcia, Assistant Planner (Project Planner), at [email protected] or 310-952- 1700 ext. 1323.

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

01007.0001/874383.1

Description QTY UNIT
PRICE
TOTAL
PRICE
Option#1
TOTAL
PRICE
Option#2
Building #1
Demo & Hauling 1 7000 7000 7000
Clean prep and paint existing doors to match SW 0032 Needlepoint Navy
15 250 3750 3750
Remove & Replace existing window & wainscot trim. Paint to match SW6990 Caviar
28 500 14000 14000
New back - lit channel letter signs 23 1500 34500 34500 LANDSCAPE (CITY OF CARSON COMPLIANT) 0
Removal & Clean 1 2000 2000 2000
A. Add California Western Redbud tree 1 200 200 200
B. Refreshed Landscape to be drought tolerant trees, succulents, cacti & ground cover EA Planter
100 15 1500 1500
Irrigation adjustments 1 10000 10000 10000
New monument sign with tenant directory. (10' -6"Wx7' -6"H) 1 5000 5000 5000 Replace paneling below windows with composite wood cladding.

NewTech Wood -Peruvian Teak
112 30 3360 3360
Remove existing finish above windows and doors. Replace with composite wood cladding. NewTech Wood -Peruvian Teak
1500 60 90000 90000
Remove existing finish below the Tenant signs and replace with new corrugated metal & trim. Finished to match SW 6990 Caviar 1100 40 44000 44000
Refreshed Stucco: 1 0 0
Option 1: Patch Repair & Paint to match SW9109 Natural Linen 6100 5 0 30500 Option 2: BB blast and resurface top coat with fine sand finish stucco with integral color
6100 10 61000 0
Trim Existing Tree 1 200 200 200
Gooseneck light 1 1000 1000 1000
vertical front -lit tenant directory 1 1500 1500 1500
Clean prep and paint the handrail with Rust -Oleum black 103 25 2575 2575 Remove brick, new concrete landing 14 25 350 350
Building #2
Demo & Hauling 1 5000 5000 5000
Clean prep and paint existing doors to match SW 0032 Needlepoint Navy
12 250 3000 3000
Remove & Replace existing window & wainscot trim. Paint to match SW6990 Caviar
14 500 7000 7000
New back - lit channel letter signs 12 1500 18000 18000 Replace existing garage doors with matching roll -up doors 12 2000 24000 24000 New metal awnings over entrances and windows 3 7000 21000 21000 Replace paneling below windows with composite wood cladding.

NewTech Wood -Peruvian Teak
1200 60 72000 72000
Remove existing finish above windows and doors. Replace with composite wood cladding. NewTech Wood -Peruvian Teak
14 540 7560 7560
Remove existing finish and replace with new corrugated metal & trim.

Finished to match SW 6990 Caviar
2400 40 96000 96000
Refreshed Stucco:

Option 1: Patch Repair & Paint to match SW9109 Natural Linen 5400 5 0 27000 Option 2: BB blast and resurface top coat with fine sand finish stucco with integral color
5400 10 54000 0
Gooseneck light 1 1000 1000 1000
vertical front -lit tenant directory 1 1500 1500 1500

Sub Total 591995 534495
Hauling debris and cleaning 5000 5000
Overhead & Management fees 119399 107899
Total $ 716394 647394
22 _______________Estimated Project Total; Option #1 716,394 Option #2 647,394

NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

01007.0001/874383.1
EXHIBIT “B”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK: Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”). Grantee agrees that the City will not be responsible to reimburse Grantee for any funds the Grantee may advance to the contractor prior to the issuance of the Notice to Proceed . Grantee agrees that materials purchased, work commenced, or construction agreements signed prior to the Notice to Proceed are solely Grantee’s responsibility and are not eligible for reimbursement under this Agreement.

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City . The Project work shall be deemed complete upon written notification specifying that the Project work has been completed issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

When requested by the Grantee, extensions to the time period (s) may be approved in writing by the Contract Officer but not exceeding one hundred (180) days cumulatively.

24 EXHIBIT “C”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 2__ (“Effective Date”), by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and HCJA Properties, a limited liability corporation (“Grantee”), owner of property or renter or lessee of property with the property owner’s consent located at 1329-1347 E. Carson St, Carson, California, 90746 (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation of $1,000,000 made by the City Council during its meeting of June 21, 2022.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial 2 development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement constitutes a “Tax and Assistance Agreement” for purposes of Section 206 of the Charter and has been approved by the City Council following all legally required notices and hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Program and is eligible for participation in the Program.

WHEREAS, the City created the Program in order to grant to commercial businesses funds of (1) up to $2,500 of unmatched funds or (2) a maximum of $25,000 of funds so long as applicant matches City funds with a $22,500 private contribution (for non multi-tenant centers). The grant increases on a dollar -for-dollar basis over $2,500, up to the $25,000 cap. For multi-tenant centers, the maximum grant is $250,000 based on a total expenditure of no less than $497,500.

WHEREAS, below is a table that illustrates various scenarios of funding contributions between City and a grant recipient:

Grantee Expenses
(Total Project Costs)
City Contribution
(Reimbursement)
Grantee Out-of-Pocket
(After reimbursement)
$2,500 $2,500 $0
$5,000 $3,750 $1,250
$10,000 $6,250 $3,750
$22,500 $12,500 $10,000
$47,500 $25,000 (cap for non multi-tenant) $22,500
$497,500 (multi-tenant) $250,000 (cap for multi-tenant) $247,500

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, the City intends to provide Grantee a grant in the amount of $100,000 or more thereby subjecting such grant to the provisions of Government Code Section 53083.

WHEREAS, on April 21st , 202 6, the City Council held a public hearing, duly noticed pursuant to Government Code Section 53803 and published on the City’s website, including the information required by Section 53083, considered all written documentation and testimony provided at the he aring and closed the public hearing regarding City’s provision of the grant as contemplated herein and approval of th is Agreement.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA

01007.0001/874383.1
Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

WHEREAS, in accordance with the City’s Charter powers and Government Code Section 53083, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

SECTION 1: GRANT FUNDING; PUBLIC BENEFITS

The City agrees to disburse to Grantee an amount not to exceed $250,000 (“Grant Funds”) to allow Grantee to pay eligible costs associated with construction of the Project (as defined below), on a reimbursement basis after Grantee completes the Project or each Project phase, as may be applicable, and submits the documentation required in Section 3 of this Agreement. Grantee shall contribute a total of at least $497,500 or ($247,500 after reimbursement) towards completion of the Project.

Under the Program Guidelines, City funds are eligible for uses including:
installation of new or repair or replacement of Exterior Signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles o r decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As additional Public Benefits, w here feasible for Grantee when hiring 4 contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) within the Project Guidelines, (ii) by a State licensed contractor within the time period(s) established in the “Schedule of Performance,” attached hereto and incorporated herein as Exhibit “B,” unless otherwise authorized by the City, and (iii) in accordance with approved construction documents, attached hereto and incorporated herein as Exhibit “C.” Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by the City’s Building Inspe ctors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the office of the City Clerk and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be respo nsible for paying such

01007.0001/874383.1
increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California Labor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (ii i) Section 1776 requiring the making, keeping, and disclosing of detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight -hour work days and forty -hour work weeks. If Grantee violates the foregoing or any other Prevailin g Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit B). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

SECTION 3: POST-CONSTRUCTION REQUIREMENTS; REIMBURSEMENT

Upon completion of the Project or each phase, if any, of the Project by Grantee, as provided in the Schedule of Performance, and upon final inspections for the Project and/or each phase of the Project by the City, the Grantee shall submit to the City the following properly executed and notarized forms: (i) Grantee’s sworn statement showing the full cost of the work and each separate component amount due to its contractor(s) and each and every subcontractor involved in furnishing labor, materials or equipment in the work; (ii) proof of payment of the contract cost pursuant to Grantee’s statement and final lien waivers from all contractors and subcontractors; and (iii) an invoice for payment of the Grand Funds. The City will endeavor to remit payment of the Grant Funds to Grantee within forty five (45) days after City’s receipt of all required documentation. Failure by Grantee to submit all required documents or, to comply with th e provisions of this Agreement, or complete all improvements in accordance with the approved plans and specifications in the time specified, will result in City not paying Grantee the Grant Funds.

SECTION 4: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its 6 contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable times and in conformance with generall y accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Program Guidelines.

SECTION 5: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section s 3 or 4 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request (s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 6: INSURANCE AND INDEMNIFICATION.

6.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees.

01007.0001/874383.1
This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

6.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 6.1, and prior to commencement of any construction toward the Project , Grantee and all Grantee’s contractors that will perform any work on the Project shall obtain, provide and maintain at their own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). Grantee and all Grantee’s contractors that will perform any work on the Project 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 not less than $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 n ot been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

(ii) Worker’s Compensation Insurance . Grantee and all Grantee’s contractors that will perform any work on the Project shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee and such contractors 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 Grantee or its contractors in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee’s contractors that will perform any work on the Project shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Professional Liability . For any design professional retained by Grantee to prepare designs for the Project , professional liability insurance appropriate to such profession. This coverage may be written on a “claims made” basis, and must include 8 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 obligations carried out under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of the professional services.

During this additional 5-year period, Grantee shall annually and upon request of the City submit written evidence of this continuous coverage.

(v) Flood Insurance. If Grantee receives $50,000 or more from the City as Grant Funds and the Property is located in a FEMA designated high-risk area (zones A or V), Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(vi) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean 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 site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. General Insurance Requirements . Except for professional liability insurance and commercial general liability insurance maintained by Grantee , 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 the insured’s insurance. The commercial general liability insurance maintained by Grantee’s contractors shall also name Grantee as an additional insured. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The

01007.0001/874383.1
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 , cancelled or non-renewed 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 Grantee or Grantee’s contractors shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee and its contractors have provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 7: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is unrelated to the approved improvements provided for in this Agreement.

SECTION 8: TERM AND TERMINATION

8.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of two (2) years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

8.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as ma y be determined by the Contract Officer. In addition, Grantee 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) Grantee 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 10 failed to cure the default within said cure period. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event, City may issue a 14-day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement.

SECTION 9: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project . Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 10: MISCELLANEOUS PROVISIONS

10.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

10.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

10.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it

01007.0001/874383.1
presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by it. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreem ent. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

10.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determination of “f inancial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5. Grantee hereby 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 or con sequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

10.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Program Guidelines. Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

10.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

10.7 NOTICES.
12 All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: HCJA Properties, LLC
333 W Broadway #201
Long Beach, CA 90802
Attn: John Deirmenjian
Email:[email protected]

10.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

10.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

10.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

John Deirmenjian, Grantee, HCJA Properties, LLC

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

10.11 WAIVER.

01007.0001/874383.1

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

10.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

10.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

10.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

10.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

10.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

10.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

JOHN DEIRMENJIAN, GRANTEE

HCJA PROPERTIES, LLC

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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. GRANTEE’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

CONSENT OF OWNER
Owner, _______________________, a ________________, represents and warrants that is it the owner of the property located at ________________, Carson, California, and is currently leasing said property to ________________________ (“Grantee”). Owner hereby grants its consent to the terms and conditions of this Agreement.

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Owner 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. OWNER’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL

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

18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_____________________________
___________________________________

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

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 20 EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Carson Plaza Tel. No.:

Address: 1329-1347 E Carson St. Date: March 2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Aaron Whiting, Associate Planner (Project Planner), at [email protected] or 310- 952-1700 ext. 1315.

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

1. Exterior Signage (6 Units)
New installation or replacement of legally mounted illuminated signage (neon/halo-lit).

2. Exterior Painting / Surface Treatment
Stucco, tile, stone, or brick repairs and repainting.

3. Asphalt Paving (9,000 SF)
Removal and replacement with new asphalt, including base compaction and striping.

4. Decorative Pavers / Tile (2,000 SF)
Repair or replacement within private walkways/courtyard areas.

5. Masonry Walls & Footings
Structural repairs and re-leveling as needed.

6. Exterior Lighting
Installation and/or replacement of wall-mounted and pole fixtures.

7. Decorative / Security Fencing
Repair or installation of perimeter fencing.

8. Storefront Windows / Glazing (120 LF x 8')
Replacement of plate glass and mullions per City approval.

9. Roofing (9,000 SF Built-Up Roofing)
New multi-ply BUR system including insulation, flashing, and drain tie-ins.

01007.0001/874383.1

10. Decorative Clay-Tile Overhang (100 LF)
Installation of architectural clay tile façade along storefronts.

11. Overhead Walkway Framing
Structural framing to support façade and tile overhang.

12. Scaffolding & Pedestrian Protection (100 LF)
Temporary protection during façade work per Cal/OSHA.

13. Landscaping (2,000 SF)
New drought-tolerant planting, irrigation adjustment, and finish grading.

14. Site Drainage Improvements
Install catch basins, storm piping (~200 LF), and tie-in to on-site storm system for asphalt area.

15. Design, Permitting & Professional Fees
Architectural, engineering, and City plan-check fees.

Estimated Cost Summary
Estimated Range, Midpoint Estimate

Subtotal (Midpoint): $481,900
Design & Permit Fees (10%): $48,190
Contingency (10%): $48,190
Estimated Project Total; $578,280

Item Cost Range Midpoint
Exterior Signage $18,000 - $30,000 $24,000
Painting / Surface Treatment $25,000 - $50,000 $35,000 Asphalt Paving (9,000 SF) $36,000 - $72,000 $54,000
Decorative Pavers / Tile (2,000 SF) $24,000 - $48,000 $36,000 Masonry Repairs $8,000 - $40,000 $20,000
Exterior Lighting $10,000 - $30,000 $20,000
Fencing $8,000 - $25,000 $15,000
Storefront Glazing $57,600 - $115,200 $86,400
Landscaping $12,000 - $36,000 $24,000
Built-Up Roofing (9,000 SF) $36,000 - $72,000 $54,000 Decorative Clay-Tile Overhang (100 LF) $12,000 - $40,000 $20,000 Overhead Walkway Framing $20,000 - $40,000 $30,000
Scaffolding / Pedestrian $8,000 - $15,000 $10,000
Site Drainage System $36,000 - $71,000 $53,500
22 NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

01007.0001/874383.1
EXHIBIT “B”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK: Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”). Grantee agrees that the City will not be responsible to reimburse Grantee for any funds the Grantee may advance to the contractor prior to the issuance of the Notice to Proceed . Grantee agrees that materials purchased, work commenced, or construction agreements signed prior to the Notice to Proceed are solely Grantee’s responsibility and are not eligible for reimbursement under this Agreement.

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City . The Project work shall be deemed complete upon written notification specifying that the Project work has been completed issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

When requested by the Grantee, extensions to the time period(s) may be approved in writing by the Contract Officer but not exceeding one hundred (180) days cumulatively.

24 EXHIBIT “C”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Rachel Canlas, RLK Fragrances Plus (“Grantee”), owner of property located at 2601 E Carson St. , Carson, C alifornia (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fee s, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternatively, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

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WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $84,450 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by the City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 presc ribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

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detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

01007.0001/874383.1

5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) co verage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any projec t materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’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 re spective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insu rance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee 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 rig ht 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.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

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Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Rachel Canlas
RLK Fragrances Plus
2601 E Carson Street
Carson, CA 90810
Email: [email protected]
Phone: (310) 513 - 0925

9.8 SEVERABILITY.

12 Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Rachel Canlas, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

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Time is of the essence of this Agreement.

9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

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EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Rachel Canlas, RLK Fragrances Plus Tel. No.: 310-513-0925 Address: 2601 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2501
Dated: November 19,2025.

File Name: DAN P1 Pages, 19-24

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

24 NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

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EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

26 EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $84,450 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

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EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

28 EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

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FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Yvette Rodriguez (“Grantee”), owner of property located at 2605 E Carson St., Carson, California (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fee s, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

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WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $53,150 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

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detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to ind emnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

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5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any pr oject materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insurance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insuran ce in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance bind ers 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 fai lure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

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unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

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Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Yvette Rodriguez
2605 E Carson Street
Carson, CA 90810
Email:

Phone:

9.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 12 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Yvette Rodriguez, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

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9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Yvette Rodriguez Tel. No.: 310-830-7600 #1306
Address: 2605 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2502
Dated: October 27, 2025.

File Name: DAN P1 Pages, 25 - 29

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

24 NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

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EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

26 EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $53,150 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

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EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

28 EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into eff ective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Enedina Perez, Carlos M. Perez, Manuel Perez, & Victor Perez (“Grantee”), owner of property located at 2609 E Carson St., Carson, California (“Property”), on the other hand.

The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fee s, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

01007.0001/874383.1
WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $82,950 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by the City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 presc ribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

01007.0001/874383.1
detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

01007.0001/874383.1

5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) co verage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any projec t materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’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 re spective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insu rance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee 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 rig ht 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.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

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Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Enedina Perez, Carlos M. Perez, Manuel Perez, & Victor Perez
2609 E Carson Street
Carson, CA 90810
Email:

Phone:

9.8 SEVERABILITY.

12 Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Enedina Perez, Carlos M. Perez, Manuel Perez, & Victor Perez, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

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Time is of the essence of this Agreement.

9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

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EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Enedina Perez, Carlos M. Perez, Manuel
Perez, & Victor Perez
Tel. No.: 310-830-7600 #1306
Address: 2609 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to 18 Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2503
Dated: October 27, 2025.

File Name: DAN P1 Pages, 30 - 35

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20 01007.0001/874383.1

22 01007.0001/874383.1

24 01007.0001/874383.1

NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

26 EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

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EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $82,950 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

28 EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

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EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

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FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Maria T. Sepulveda (“Grantee”), owner of property located at 2611 E Carson St., Carson, California (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

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WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $83,200 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replac ed and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 presc ribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

01007.0001/874383.1
detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

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5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any pr oject materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’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 re spective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insu rance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee 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 rig ht 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.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

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Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Maria T. Sepulveda
2611 E Carson Street
Carson, CA 90810
Email: [email protected]
Phone: (562) 577 - 6710

9.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 12 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Maria T. Sepulveda, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

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9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1
EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Maria T. Sepulveda Tel. No.:

Address: 2611 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2504
Dated: October 27, 2025.

File Name: DAN P2 Pages, 18 - 22

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

24 NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

01007.0001/874383.1
EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

26 EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $83,200 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

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EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

28 EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Rene Cuevas & Guillermina Diaz (“Grantee”), owner of property located at 2613 E Carson St. , Carson, C alifornia (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fee s, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

01007.0001/874383.1
WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $68,000 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project wor k. Such inspections shall not replace any required permit inspections by the City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grante e’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 presc ribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

01007.0001/874383.1
detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

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5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) co verage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any projec t materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’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 re spective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insu rance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee 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 rig ht 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.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

01007.0001/874383.1
Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Rene Cuevas & Guillermina Diaz

2615 E Carson Street
Carson, CA 90810
Email: [email protected]
Phone: (310) 291 - 1613

9.8 SEVERABILITY.

12 Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Rene Cuevas & Guillermina Diaz, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

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Time is of the essence of this Agreement.

9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Rene Cuevas & Guillermina Diaz Tel. No.: 310-830-7600 #1306 Address: 2613 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2505
Dated: October 27, 2025.

File Name: DAN P2 Pages, 23 - 27

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

24 EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

01007.0001/874383.1

EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $68,000 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

26 EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

01007.0001/874383.1

EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 2026 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Nadar Realty Group LLC (“Grantee”), owner of property located at 2615 E Carson St., Carson, C alifornia (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22- 131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act ( “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternatively, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

01007.0001/874383.1
WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program, it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $86,500 (“Grant Funds”) for satisfactory completion of the Project upon submi ssion by Grantee ’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replac ed and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; ( ii) Section 1775 presc ribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of 01007.0001/874383.1
detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of W ork and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City- recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees. 01007.0001/874383.1

5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any pr oject materials or supplies, if applicable; (7) coverage with sub- limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’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 re spective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insurance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is 01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fail s to cooperate or respond to communications from the City. In any such event , City may issue a 14- day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this A greement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated P rogram Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 1 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons on account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5. 01007.0001/874383.1
Grantee hereby 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, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consideration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Mena Farag
2615 E Carson St reet
Carson, CA 90810
Email: [email protected]
Phone: 714-417-2458

9.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 1 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Moon Hyang Kim , Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or provisi on of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.
01007.0001/874383.1

9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

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

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 01007.0001/874383.1

EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Moon Hyang Kim Tel. No.: 310-830-7600 #1306
Address: 2615 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by na me and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired substitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be included in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2506
Dated: October 27, 2025.

File Name: DAN P2 Pages, 28 - 32

1 01007.0001/874383.1

2 01007.0001/874383.1

2 01007.0001/874383.1

NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

24 EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

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EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the P roject work shall not commence until all permits are issued and City has issued a N otice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $86,500 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

2 EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

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EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

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FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Fermin Villegas (“Grantee”), owner of property located at 2617 – 2619 E Carson St. , Carson, C alifornia (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

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WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $85,800 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

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detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to ind emnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

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5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any pr oject materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insurance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insuran ce in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance bind ers 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 fai lure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

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Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Fermin Villegas
2617 - 2619 E Carson Street
Carson, CA 90810
Email: [email protected]
Phone: (562) 841 - 3039

9.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 12 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Fermin Villegas, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

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9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

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14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1

EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Fermin Villegas Tel. No.: 310-830-7600 #1306
Address: 2617 - 2619 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by na me and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired substitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be included in each line item. Use of lead-based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2507
Dated: October 27, 2025.

File Name: DAN P2 Pages, 33 - 37

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

24 EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

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EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $85,800 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

26 EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

01007.0001/874383.1

EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Dr.

Ade Osibamiro (“Grantee”), owner of property located at 2637 E Carson St. , Carson, California (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fee s, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

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WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $81,200 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspection at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California Labor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Proje ct be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

01007.0001/874383.1
detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to ind emnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

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5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any pr oject materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’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 re spective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insu rance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insurance in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee 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 rig ht 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.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

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Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Dr. Ade Osibamiro
2637 E Carson Street
Carson, CA 90810
Email: [email protected]
Phone: (310) 894 - 2376

9.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 12 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Dr. Ade Osibamiro, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

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9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1
EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Dr. Ade Osibamiro Tel. No.: 310-830-7600 #1306
Address: 2637 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2508
Dated: October 27, 2025.

File Name: DAN P3 Pages, 20 - 24

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

24 EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

01007.0001/874383.1

EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $81,200 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

26 EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

01007.0001/874383.1

EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Atiya Wajid (“Grantee”), owner of property located at 2641 E Carson St. , Carson, California (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

01007.0001/874383.1
WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $101,400 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements 4 specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the sample contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of

01007.0001/874383.1
detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices; (v) Section 1810 providing that eight hours of labor shall constitute a day’s work; and (vi) Section 1813 prescribing penalties for violations of the provisions concerning eight - hour work days and forty-hour work weeks. If Grantee violates the foregoing or any other Prevailing Wage Laws, Grantee shall be solely liable for the cost thereof and shall indemnify and hold the City officers, employees and agents harmless from any liability or penalties therefor. This Project will be developed and budgeted for assuming the payment of prevailing wages as needed.

2.3 PROJECT FUNDING

Grant Funds shall only be used to pay for the improvements as stipulated under the Scope of Work (Exhibit A) and in the time and manner specified under the Schedule of Performance (Exhibit C). It is incumbent upon the Grantee to ensure that Project is carried out in accordance with the Project’s approved scope and timeline . Any deviation in the Scope of Work and/or Schedule of Performance must be approved by the City in advance and in writing. Work performed outside the specification of the Scope of Work and/or outside the timeframe established under the Schedule of Performance are not eligible for Grant Funds.

2.4 COVENANT FOR COMPLETION AND MAINTENANCE

Concurrent with execution of this Agreement, Grantee shall execute a Covenant for Completion and Maintenance to be recorded with the Los Angeles County Recorder’s Office, a copy of which covenant is attached hereto and incorporated herein by this reference as Exhibit “E,” requiring Grantee or its successors and assigns, to complete the Project in accordance with the Schedule of Performance (Exhibit “C”). The covenant will also require Grantee and its successors and assigns to maintain the design and paint colors established for the Property under this Agreement for a period of at least five (5) years from the date the Project is completed , as determined by the Citywide Façade Improvement Program manager or designee.

SECTION 3: AUDITS; MISUSE OF FUNDS

City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee’s accounting procedures and internal controls of Grantee’s financial systems as they relate to the Grant Funds and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representati ve(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s).

If the Grantee, or Grantee’s designated contractor should utilize the funds for anything other than as stated in the Application, the City may thereupon recover the entire 6 amount of the Grant Funds from Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision. This provision shall not apply where the proposed changes are first reviewed and approved by the City. Approval shall not be unreasonably withheld to the extent the proposed changes are authorized in the Updated Program Guidelines.

SECTION 4: REMEDIES FOR BREACH

In the event the Grantee or any subsequent operator breaches Section 3 of this Agreement, in addition to all legal and equitable remedies available to the City, the City may thereupon deny any request(s) for reimbursement and/or recover the entire amount of the Grant Funds from the Grantee and/or the subsequent operator of the Property, together with reasonable attorney fees and costs incurred in enforcing this provision.

SECTION 5: INSURANCE AND INDEMNIFICATION.

5.1 INDEMNIFICATION

To the maximum extent permitted by law, the Grantee hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collecti vely "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of the Grantee’s performance or work hereunder (including any of its officers, agents, employees, contractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, or any loss of business i n connection with construction over the course of completion of the Project and damage to City property, or any construction defect that may arise from City -provided design services or the Project’s compliance with City - recommended designs, or any other liability that may arise from work performed on the Project pursuant to the contract between Grantee and its contractor, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. The Grantee’s obligation to ind emnify shall not be restricted to insurance proceeds, if any, received by the Grantee or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

Indemnitees do not and shall not waive any rights that they may possess against the Grantee because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

The Grantee, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

01007.0001/874383.1

5.2 INSURANCE.

A. Without limiting Grantee’s obligations to City under Section 5.1, and prior to commencement of any construction toward the Project , Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement (at times extending beyond the term), policies of insurance of the types and amounts described below and in a form satisfactory to City.

(i) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent) . Grantee 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 not less than $ 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.

(ii) Worker’s Compensation Insurance. Grantee shall maintain a policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Grantee 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 Grantee in the course of carrying out the work contemplated in this Agreement.

(iii) Automotive Insurance. Grantee shall maintain ISO Form Number CA 00 01 covering any auto (Code 1), or if the Grantee has no owned autos, covering hired (Code 8), and non -owned autos (Code 9), with limit no less than $1,000,000 combined single limit for each accident for bodily injury and property damage.

(iv) Flood Insurance. If the Property is located in a FEMA designated high-risk area (zones A or V) , Grantee shall maintain flood insurance in an amount not less than the total cost of the improvements specified in the Scope of Work.

(v) Builder’s Risk Insurance . Grantee 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, nonconforming work, 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 project; (4) ordinance or law coverage for contingent rebuilding, 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) ocean marine cargo coverage insuring any pr oject materials or supplies, if applicable; (7) coverage with sub -limits sufficient to insure the full 8 replacement value of any property or equipment stored either on or off the Project site or any staging area. The City shall be included as a “loss payee” in the amount of the Grant Funds.

If the Grant Funds is less than $50,000, then at the option of City, an Installation Floater may be acceptable in lieu of Builder’s Risk Insurance . For Contract Sum exceeding $50,000, an Installation Floater may still be considered in place of Builder’s Risk based on the project scope, subject to approval by the City’s Risk Manager. 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, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site.

B. 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 the insured’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self -insured retention.

All of said policies of insurance shall provide that said insurance may not be amended, cancelled or non-renewed 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 Grantee shall, prior to the cancellation date, submit new evidence of insuran ce in conformance with this section to the Contract Officer. No work or services under this Agreement shall commence until the Grantee has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance bind ers 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 fai lure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

SECTION 6: ADDITIONAL WORK

Nothing contained in this Agreement is intended to limit, restrict, or prohibit the Grantee from undertaking additional work in or about the subject premises, which is

01007.0001/874383.1
unrelated to the approved improvements provided for in this Agreement ; provided, however, that City approves such work in advance.

SECTION 7: TERM AND TERMINATION

7.1 TERM

This Agreement shall be binding upon the City and upon the Grantee and Grantee’s successor(s) to the Property for a period of (2) two years after the Effective Date. It shall be the responsibility of the Grantee to inform subsequent owner(s)/lessee(s) of the Property of the provisions of this Agreement.

7.2 TERMINATION

The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Grantee, except that where termination is due to the fault of Grantee, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Grantee 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) Grantee 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. Without limiting the generality of the foregoing, City may terminate this Agreement for cause where Grantee fails to cooperate or respond to communications from the City. In any such event , City may issue a 14 -day notice requesting confirmation of continued participation in the Program and if Grantee does not respond within that period, the City may issue a termination letter which will serve as notice of termination of this Agreement . Immediately following termination of this Agreement for any reason, City and Owner must notify Owner’s contractor in writing of such termination.

SECTION 8: DESIGNS

Notwithstanding any provision of this Agreement, Grantee is responsible for obtaining applicable design review approvals, obtaining all required permits, and complying with all applicable laws and Updated Program Guidelines. As part of the Program, City has offered Grantee complimentary design guidance services for the Project (“Design Guidance Services”) and, unless Grantee indicates by checking the box below, Grantee agrees to utilize City’s Design Guidance Services for the Project. Grantee utilizing the Program’s complimentary design guidance are also subject to requirements of this section.

By checking the box above, Grantee acknowledges that City has offered Grantee complimentary Design Guidance Services but Grantee has declined such services and 10 instead, is electing to obtain its own licensed architect to prepare designs for the Project.

In so doing, Grantee understands and agrees that all designs prepared by Grantee’s architect must comply with City’s recommended designs for the Project.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 RECITALS.

All recitals in this Agreement are hereby incorporated into this Agreement as if set forth fully herein.

9.2 COVENANT AGAINST DISCRIMINATION.

Grantee covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement, there shall be no discrimination against or segregation of any person or group of persons o n account of race, religious creed, color, gender, national origin, ancestry, physical disability, mental disability, medical condition, pregnancy, marital status, age, sexual orientation, or any other basis pertaining to a protected characteristic under a pplicable federal, state, or local law.

9.3 CONFLICTS OF INTEREST.

Grantee, its agents and employees shall comply with applicable federal, state, and local laws and regulations governing conflict of interest. Grantee covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that may be affected by its obligations to perform under this Agreement, or that would conflict in any manner with its obligations hereunder. Grantee further covenants that, in performing this Agreement, no person having any such interest shall be employed by i t. Furthermore, Grantee shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this agreement. Grantee agrees not to accept any employment or representation during the term of this Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any manner in connection with which Grantee has been retained pursuant to this Agreement.

9.4 WARRANTY AND REPRESENTATION OF NON-COLLUSION.

City hereby warrants and represents that no official, officer, agent or employee of the City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, agent or employee of the 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 interested, or in violation of any state or municipal statute or regulation. The determi nation of “financial interest” shall be consistent with State law and shall not include interest found to be “remote” or “non interest” pursuant to California Government Code Sections 1091 and 1091.5.

01007.0001/874383.1
Grantee hereby 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 limit ed to, any City official, officer, agent or employee, as a result or consequence of obtaining or being awarded any agreement. Grantee is aware of and understands that any such act(s), omission(s), or other conduct resulting in the payment of money, consid eration, or other thing of value will render this Agreement void and of no force and effect.

Grantee Representative Initials _____

9.5 PROHIBITED AND PERMITTED USE OF FUNDS.

Grantee acknowledges and understands that it is prohibited from using the Grant Funds for any purpose that is not permitted under the Updated Program Guidelines.

Grantee agrees to use Grant Funds only for the purpose stated in Grantee’s application and for the purpose of completion of the Project.

9.6 FALSE STATEMENTS.

Grantee understands that making false statements or claims in connection with this Agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

9.7 NOTICES.

All notices, demands, invoices, and communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To City: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: James Nguyen, Special Projects Manager
Email: [email protected]

To Grantee: Atiya Wajid
2641 E Carson Street
Carson, CA 90810
Email: [email protected]
Phone: (562) 262 - 1367

9.8 SEVERABILITY.

Any provision of this Agreement that is found invalid or unenforceable shall be 12 deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

9.9 CORPORATE AUTHORITY.

The persons executing this Agreement on behalf of the Parties warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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, administ rators, successors and assigns of the Parties.

9.10 GRANTEE REPRESENTATIVE AND CITY’S CONTRACT OFFICER.

The following principal(s) and/or representative(s) of Grantee is/are hereby designated as the person(s) authorized to act on Grantee’s behalf with respect to this Agreement and to make all decisions in connection herewith:

Atiya Wajid, Owner

James Nguyen, Special Projects Manager, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and Project specified herein and to make all decisions in connection therewith (“Contract Officer”).

9.11 WAIVER.

The waiver by the City of any breach of any term or prov ision of this Agreement shall not be construed as a waiver of any subsequent breach.

9.12 GOVERNING LAW AND VENUE.

This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the Coun ty of Los Angeles, Southwest Judicial District.

9.13 INTERPRETATION.

Grantee acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

9.14 TIME OF ESSENCE.

Time is of the essence of this Agreement.

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9.15 THIRD PARTIES.

Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

9.16 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of the City shall be personally liable for any default or liability under this Agreement.

9.17 COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14 WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

CITY:

CITY OF CARSON, a California
charter city

_____________________________
David C. Roberts, Jr., City Manager

ATTEST:

___________________________________
Dr. Khaleah R. Bradshaw, City Clerk

APPROVED AS TO FORM:

Aleshire & Wynder, LLP

___________________________________
Sunny K. Soltani, City Attorney
GRANTEE:

____________________________

_____________________________
Name:
_____________________________
Title:

_____________________________
Name:
_____________________________
Title:

*Two corporate officer signatures required when Grantee 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, Chie f Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED

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

01007.0001/874383.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER____________________________
___________________________________

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01007.0001/874383.1
EXHIBIT “A"

SCOPE OF WORK

Commercial Façade Improvement Program

Name: Atiya Wajid Tel. No.: 310-830-7600 #1306
Address: 2641 E Carson St. Date: 05/05/2026

All work is to be done per City of Carson building, planning, and public works codes after submission of all applicable contractor’s licenses to the City’s Contract Officer. In order to establish standards of quality, the detailed specifications may refer to a certain product by name and/or from a major manufacturer. This procedure is not to be construed as eliminating from competition of other product of equal or better quality by other manufacturers. The Grantee shall furnish a list of proposed desired su bstitutions prior to signing of the contract. All items listed on work write-up, unless otherwise specified, shall include all finish work, including all trim hardware, patching, and finish painting and/or staining. All overhead and profit should be includ ed in each line item. Use of lead -based paint is prohibited. Removal or work on asbestos and lead containing materials is subject to applicable federal, state, and local regulations.

Any questions regarding this project, the plans, and specifications should be submitted to Miguel Rameriz at [email protected].

WORK DESCRIPTION AND STANDARD SPECIFICATIONS

Attached images are from the Bid Proposal Form
Case# CRP-2509
Dated: October 27, 2025.

File Name: DAN P3 Pages, 25- 30

18 01007.0001/874383.1

20 01007.0001/874383.1

22 01007.0001/874383.1

24 NOTE:

Grantee must obtain and pay for City of Carson building permits, business license, and inspections.

All work shall include the protection of building as well as maintaining the premises clean at all times.

All debris resulting from any work conducted in connection with this contract shall be the property of the Grantee, who is responsible for its timely removal and lawful disposal. Work site shall be maintained in a clean and orderly manner, and upon completion, property shall be left in a “broom clean” condition.

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EXHIBIT “B”

SAMPLE CONTRACTOR AGREEMENT

26 EXHIBIT “C”

SCHEDULE OF PERFORMANCE

PERMITS: Before commencement of any Project work, Grantee and its contractor shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. Execution of this Agreement by City shall not be construed as any commitment by City to issue any permits and Grantee and its contractor must obtain all permits pursuant to the City’s standard process and requirements.

COMMENCEMENT OF PROJECT WORK : Grantee agrees that the Project work shall not commence until all permits are issued and City has issued a Notice to Proceed and delivered same to Grantee (“Notice to Proceed”).

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee’s contractor an amount not to exceed $101,400 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

CONSTRUCTION SCHEDULE: The Project work shall commence not later than ten (10) days after the City issues the Notice to Proceed to Grantee and its contractor, and shall be completed within ninety (90) days thereafter except as stated otherwise or as mutually agreed in writing by Grantee and City. The Project work shall be deemed complete upon written notification specifying that the Project work has been compl eted issued by the Citywide Façade Improvement Program manager or designee and delivered to Grantee.

The City shall make reasonable efforts to coordinate construction activities with Grantee to minimize disruption to the operation of the business to the maximum extent practicable.

At the City’s sole discretion, the schedule may be modified subject to the approval of the City’s Program Manager or his/her designee.

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EXHIBIT “D”

APPROVED CONSTRUCTION DOCUMENTS

[TO BE INSERTED SEPARATELY]

28 EXHIBIT “E”

COVENANT FOR COMPLETION AND MAINTENANCE

01007.0001/874383.1
FAÇADE IMPROVEMENT PROGRAM GRANT AGREEMENT

[ECONOMIC DEVELOPMENT BENEFIT AGREEMENT
FOR EAST CARSON CORRIDOR]

This Façade Improvement Program Grant Agreement (“Agreement”) is entered into effective ____________, 20 26 (“Effective Date”) , by and between the CITY OF CARSON, a charter city and municipal corporation (the “City”), on the one hand, and Troylan Deguzman & Jennifer Deguzman (“Grantee”), owner of property located at 2651 E Carson St. , Carson, California (“Property”), on the other hand. The parties hereto are collectively referred to as the “Parties.”

RECITALS

WHEREAS, on June 21, 2022, the City passed Resolution No. 22 -131 which established a Citywide Commercial Facade Improvement Program (the “Program”) pursuant to the adopted C arson Façade Improvement Program Guidelines (“Program Guidelines”) for the public purpose of encouraging the improvement , stimulation and revitalization of the exterior facades of existing commercial buildings in various commercial corridors such as along Avalon Boulevard, Main Street, Sepulveda Boulevard, Carson Street, and Figueroa Street.

WHEREAS, the Program is administered by the City and funded by City’s General Fund pursuant to an authorized allocation made by the City Council during the City’s budget adoption process.

WHEREAS, on ________________, 2026, the City Council approved changes to the Program by adopting a modified version of the Program Guidelines (“Updated Program Guidelines”) which now contains a no match requirement for certain businesses located on the north side of Carson Street between Harbor View Avenue and Santa Fe Avenue.

WHEREAS, on November 6, 2018, City’s voters approved a new Charter for the City which included a comprehensive set of economic development incentives and programs to promote the development of the City of Carson given the unique environmental constraints, to create jobs and to preserve the sound fiscal basis of City.

City has determined that under the Charter, City has broad economic development powers to enact measures, 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, which specifically allows for the use of “Tax and Assistance Agreements” for sales taxes, transient occupancy taxes, utility taxes or other taxes to be shared with the generator, and rebates or waivers of franchise fees, business license fees, development impact fees, or other revenue sources, or any other economic development subsidy, after a public hearing 2 identifying the amount and terms of such assistance and the justification for such assistance.

WHEREAS, on March 19, 2024, the City Council adopted Ordinance No. 24-2404 in furtherance of Section 206 of the Charter, specifically authorizing the City to pursue economic development activities by entering into agreements for provision of loans or grants to certain commercial property owners.

WHEREAS, the incentives provided in this Agreement are intended by the City to be consistent with and promote the purposes of Section 206 of the Charter, Ordinance No. 24-2404 and the Updated Program Guidelines by City providing a grant to Grantee for the purpose of, without limitation, stimulating commercial development within the City, increasing jobs, decreasing blight, and increasing tax revenue to the City. This Agreement has been approved by the City Council following all legally required notices and public hearings.

WHEREAS, the Property is a commercial business located within the geographical limits contemplated under the Updated Program Guidelines and is eligible for participation in the Program.

WHEREAS, under the Updated Program Guidelines, the City is authorized to provide grants to commercial businesses with no match requirements from eligible applicants.

WHEREAS, Section 206 of the Carson Charter is consistent with Government Code Section 53083 which authorizes local agencies to provide economic development subsidies in the amount $100,000 or more where the local agency provides written notice through its website concerning the economic development subsidy and the information required under subsection (a) therein.

WHEREAS, in those instances where the Grant Funds equal $100,000 or more, the City has complied with all requirements of Government Code Section 53083.

WHEREAS, this Agreement has been reviewed by City with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq ., hereafter the “CEQA Guidelines”), and any applicable local CEQA policies and procedures and City has determined that this Agreement is not a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines section 15378, because City has deter mined, in its discretion and based on substantial evidence, that this Agreement presents no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, or alternativ ely, even if it did constitute a project, it would be exempt pursuant to Section 15301 of the CEQA Guidelines (Class 1 exemption for minor alteration of existing public or private structures involving negligible or no expansion of existing use).

01007.0001/874383.1
WHEREAS, in accordance with the City’s Charter powers and Ordinance No. 24- 2404, the City Council wishes to enter into this Agreement with Grantee to provide a grant in order to further the objectives of the Program , it being understood that Section 206 of the Charter allows the City to pursue economic development to the maximum degree permitted by the California Constitution.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, and upon acknowledgement of each of the Parties of the receipt of valuable consideration, it is agreed as follows:

AGREEMENT

SECTION 1: GRANT FUNDING; PAYMENT; PUBLIC BENEFITS

In lieu of disbursement of grant monies to Grantee, the Parties agree that City will disburse to Grantee ’s contractor an amount not to exceed $93,600 (“Grant Funds”) for satisfactory completion of the Project upon submission by Grantee’s contractor of the documentation required in Section 2 of Grantee’s contract with its contractor (Exhibit B).

Under the Updated Program Guidelines, City funds are eligible for uses including but not limited to: installation of new or repair or replacement of exterior signs; installation of new or repair or replacement of awnings, canopies, or sunshades; painting or replace or repair exterior surface treatment; asphalt paving, replacement or repair of tiles or decorative pavers; sidewalk or courtyard repaving; repair or replacement of masonry walls or footings; outdoor lighting: installation of new exterior lighting fixtures or repair or replacement of existing exterior lighting fixtures ; i nstallation, 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 application by the City.

The City Council finds that the Program, as implemented in part through completion of the Project, will without limitation, stimulate commercial development within the City, increase jobs, decrease blight, and increase tax revenue to the City (“Public Benefits”). As an additional Public Benefit, w here feasible for Grantee when hiring contractors to perform work for the Project, Grantee shall use commercially reasonable, good faith efforts to hire contractors whose principal address is located within the City of Carson.

SECTION 2: WORK COMPLETION; PREVAILING WAGES

2.1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE

Grantee agrees that it shall utilize the Grant Funds to pay for those improvements specified in the Scope of Work attached hereto and incorporated herein as Exhibit “A,” which is at times referred to herein as the “Project,” in accordance with Grantee’s 4 completed application (“Application”) on file at City Hall. No changes or additions to the Scope of Work will be permitted without prior written approval of the City’s Contract Officer, and any changes made without the requisite approval will not be eligible for funding and will be deemed a material breach of this Agreement. All work toward such Project will be performed and completed (i) by Grantee entering into a contract with its selected contractor where the contract is substantially similar to the samp le contract provided in Exhibit “B” ; (ii) within and in accordance with the Updated Project Guidelines; (iii) by a State licensed contractor within the time period(s) established in Exhibit “C,” the “Schedule of Performance” unless otherwise authorized by the City; and (iv) in accordance with approved construction documents as detailed in Exhibit “D,” with Exhibits B, C and D attached hereto and incorporated herein by this reference. Grantee agrees to allow the City or its agents access to buildings and the storefront improvements at the Property, when convenient for the Parties, for inspection of the Project work. Such inspections shall not replace any required permit inspections by t he City’s Building Inspectors. All work which is not in conformance with the approved plans, design drawings and specifications shall be immediately remedied by the Grantee at Grantee’s sole expense and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings and specifications and the terms of the Agreement.

2.2 PREVAILING WAGES

Certain or all portions of the Project may be subject to prevailing wages under the Labor Code. More specifically, if the amount of the Grant Funds exceeds $1,000 and is 2% or more of the total cost of the Project, the below provisions will apply.

Grantee acknowledges that the construction and construction-related activities for the Project are subject to the California Prevailing Wage Law, and Grantee is required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720, et seq., of the California Labor Code for all covered work performed on the Project. The applicable prevailing rates are on file with, and open to inspect ion at, the Community & Economic Development Department (Special Projects Division) and is referred to and made a part hereof. Due to the fact that Prevailing Wage Law applies to construction work performed for the Project, the Grantee’s contractor(s) shall submit weekly certified payrolls of all workers employed on the construction of the Project to the City in a form acceptable to the City. Grantee acknowledges the possibility of wage increases during construction work performed for the Project and that Grantee and/or its contractor(s) shall be responsible for paying such increases. Grantee acknowledges that it is aware of and shall comply with, and that its contractor(s) shall be aware of and shall comply with, the following sections of the California La bor Code: (i) Section 1725.5 requiring that all contractors and subcontractors performing work on the Project be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work towards the Project; (ii) Section 1775 prescribing penalties for failure to pay prevailing wage rates; (iii) Section 1776 requiring the making, keeping, and disclosing of detailed certified payroll records and prescribing penalties for failure to do so; (iv) Section 1777.5 prescribing the terms and conditions for employing registered apprentices;

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