Carson City Council
June 3, 2026

Clean California Local Grant Program (State)
Restricted Grant Agreement
This Restricted Grant Agreement (RGA), between the State of California acting by and through its Department of Transportation, referred to herein as CALTRANS, and the CITY OF CARSON, hereinafter referred to as AGENCY, will commence on April 15, 2026, or upon approval by CALTRANS, whichever occurs later. This RGA is of no effect unless approved by CALTRANS.

AGENCY shall not receive payment for work performed prior to approval of this RGA and before receipt of Notice to Proceed from CALTRANS. This RGA shall expire on November 30, 2027.

Recitals

1. Under this RGA, CALTRANS intends to convey State restricted grant funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, who will implement the project pursuant to the attached Approved Grant Application and Amendment(s) to Grant Application, Attachment III under the terms, covenants, and conditions of this RGA.

2. CALTRANS and AGENCY intend that only funds that are authorized as restricted grants will be subject to this RGA, and that no funds that should be the subject of a Joint Powers Agreement, Interagency Agreement, or other non-grant agreement shall be subject to this RGA.

3. WHEREAS, the Clean CA Program, through its Clean CA Local Grants Program, is authorized under California Streets and Highways Code Section 91.41 to provide funding and resources to support local projects that advance the program's goals and objectives;

4. WHEREAS, California Streets and Highways Code Section 91.41 provides the legislative authority for the Clean CA Program to advance the following intent and objectives:
a. Reduce Waste and Beautify Public Spaces: The primary goal of the program is to allocate grants to local and regional public agencies, transit agencies, and tribal governments to reduce waste and debris within public rights-of-way, tribal lands, parks, pathways, transit centers, and other public spaces. The program aims to enhance, rehabilitate, restore, or install measures to beautify and improve these public spaces. b. Improve Public Health and Community Placemaking: The program seeks to enhance public health, cultural connection, and community placemaking by improving public spaces for walking and recreation. By investing in the improvement of these spaces, it aims to create a positive and welcoming environment for the community. c. Promote Equity for Underserved Communities: The program places a strong emphasis on advancing equity for underserved communities.
d. Support Sustainable Practices: The program encourages the implementation of sustainable practices in the beautification and enhancement of public spaces. This includes greening efforts, such as providing shade and reducing the urban heat island effect, as well as using native, low-water plants.
e. Engage Local Communities: The program promotes community engagement by requiring project proposals to reflect community priorities. It encourages the involvement of local communities in the development and selection of projects to ensure they meet the needs and preferences of the affected population.
f. Prohibit Displacement of Persons Experiencing Homelessness: The program prohibits City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

grants from funding projects that displace persons experiencing homelessness. This reflects the intention to address public space improvements without negatively impacting vulnerable populations.
g. Transparent and Efficient Grant Allocation: The program requires the program to issue a call for projects and announce grant awards. The guidelines for allocating grants must include project selection criteria and program evaluation metrics.

5. WHEREAS, the purpose of this RGA is to authorize Caltrans districts to enter into agreements with local agencies to support the development, implementation, and funding of local agencies partnership projects that align with the goals and priorities of the Clean CA Program and comply with California Streets and Highways Code Section 91.41;

6. WHEREAS, this RGA establishes a framework for Caltrans districts to provide financial contributions and other assistance to local agencies, fostering effective collaboration and coordination to deliver successful transit partnership projects;

7. WHEREAS, this RGA emphasizes transparency, objective evaluation, and fair allocation of resources, ensuring that projects scoring higher based on established criteria receive prioritization for funding and implementation;

8. WHEREAS, the Clean CA Program facilitates collaboration between Caltrans districts and local agencies to support litter abatement and public space beautification efforts on locally owned public right-of-way while creating workforce development opportunities for individuals facing barriers to employment that align with the goals and priorities of the Clean CA Program and comply with California Streets and Highways Code Section 91.41;

9. WHEREAS, the Clean CA Program, in partnership with Caltrans districts, seeks to enhance local right-of-way areas to address waste management challenges, graffiti mitigation, and public space beautification, thereby contributing to create cleaner, safer, and more equitable public spaces throughout California;

10. WHEREAS, the Clean CA Program, established by the State of California, is a transformative initiative which promotes sustainable transportation alternatives, reducing greenhouse gas emissions, and combatting climate change to improve the overall quality of life for residents and visitors of California;

11. WHEREAS, the Clean CA Program envisions a comprehensive approach to address transportation challenges, enhance transit infrastructure, and support local agencies in their efforts to create efficient, safe, and environmentally friendly transit options;

12. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Parties enter into this RGA to advance the purpose and intent of the Clean CA transit initiative, harnessing the legislative authority provided under California Streets and Highways Code Section 91.41, and collaborating on transit partnership projects that contribute to a sustainable, innovative, and well-connected transportation network throughout the State of California.

Now, Therefore, based upon the terms, covenants, and conditions of this RGA, the parties agree as follows:

Section
I
AGENCY Agrees:

City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

To timely and satisfactorily complete all Project work described in Attachment III (“Project Work”) within the project budget and in accordance with the items of this RGA.

Section ll
CALTRANS Agrees:

That when conducting an audit of the costs claimed by AGENCY under the provisions of this RGA, to conduct the audit in accordance with applicable laws and regulations.

Section lII
It Is Mutually Agreed:

1. Under this RGA, CALTRANS will convey State grant restricted funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, and AGENCY will use the funds to only conduct the scope of work identified in this agreement and authorized by Streets and Highway Code section 91.41 The funds subject to this RGA must be identified as available to a public entity that is responsible for implementing the scope of work authorized under the Clean California Program in CALTRANS’ budget, and AGENCY represents and warrants that it is a public entity that is responsible for implementing the scope of work authorized under the Clean California Program.

2. Under this restricted grant, funds may be only used for the purposes set forth in this RGA, AGENCY Resolution (Attachment IV), Approved Grant Application and Amendment(s) to Grant Application (Attachment III), and the Grant Program Guidelines (Attachment I), and the funds may only be used for costs and expenses that are directly related to such purpose.

3. AGENCY shall perform all the duties and obligations described in City of Carson CCEP Project, hereinafter “Project”, subject to the terms and conditions of this RGA and Approved Grant Application and Amendment(s) to Grant Application (Attachment III), which are attached hereto as Attachment III.

4. The resolution authorizing AGENCY to execute this RGA pertaining to the above-described Project is attached hereto as Attachment IV.

5. All services performed by AGENCY pursuant to this RGA shall be subject to and performed in accordance with California Streets and Highways Code §91.41 including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable CALTRANS policies and procedures, and all applicable CALTRANS published manuals, including, but not limited to, the Grant Program Guidelines (Attachment I).

California Government Code Section 14460(a)(1) provides: “The department [CALTRANS], and external entities that receive state and federal transportation funds from the department, are spending those funds efficiently, effectively, economically, and in compliance with applicable state and Federal requirements. Those external entities include, but are not limited to, private for profit and nonprofit organizations, local transportation agencies, and other local agencies that receive transportation funds either through a contract with the department or through an agreement or grant administered by the department.”
City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

6. Project funding is as follows:

Fund Title Fund Source Dollar Amount
Clean California Funds State General Fund (0001)
Budget Item 2660-130-0001
State Program Code

20.30.010.900
FY 2025/26

$185,000.00
Local Match/In-Kind $15,000.00
Total Project Costs $200,000.00
For Caltrans Use Only
I hereby Certify upon my own personal knowledge that budgeted funds are available for encumbrance.

Accounting Officer Printed
Name
Accounting Officer
Signature
Date Amount Certified

7. This RGA is exempt from the legal review and approval by the Department of General Services, pursuant to Legal Opinions of the Attorney General : 58 Ops. Cal. Atty. Gen. 586 (1975), 63 Ops.

Cal. Atty. Gen. 290 (1980), 74 Ops. Cal. Atty. Gen. 10 (1991), and 88 Ops. Cal. Atty. Gen. 56.

8. Notification of Parties
a. AGENCY’s Project Manager for Project is Evelyne Carmona, Senior Administrative Analyst, (310) 952-1752.
b. CALTRANS’ District Partnership Liaison is Shirin Parsa, (213) 503-1765. “District Partnership Liaison” as used herein includes his/her designee.
c. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and received by the parties at their respective addresses:

CITY OF CARSON
Attention: Evelyne Carmona, Senior Administrative Analyst Phone Number: (310) 952-1752
Email: [email protected]
701 E. Carson Street
Carson, CA 90745

CALIFORNIA DEPARTMENT OF TRANSPORTATION, DISTRICT PARTNERSHIP LIAISON District 7 /Clean California
Attention: Shirin Parsa, TE/Grant Manager
Phone Number: (213) 503-1765
Email: [email protected]
100 S. Main St.

Los Angeles, CA 90012
Mekbib Woldegebriel
05/08/2026
$185,000.00
City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

9. Period of Performance
a. Reimbursable work under this RGA shall begin no earlier than on April 15, 2026, following the written approval of CALTRANS and AGENCY’s receipt of the Notice to Proceed letter of this RGA by CALTRANS. All reimbursable work shall terminate no later than July 30, 2027.

Project closeout and final invoicing to CALTRANS must be submitted no later than November 30, 2027. Work incurred after July 30, 2027, will not be reimbursed. Payment shall be forfeit for any and all invoicing submitted to CALTRANS after November 30, 2027. Notwithstanding the foregoing, Caltrans will reimburse for actual close out costs incurred by AGENCY through November 30, 2027 (which, in total, shall not exceed 5% of the grant award). b. If requested by the CALTRANS District Partnership Liaison, AGENCY will attend a kickoff meeting with CALTRANS to be scheduled within one (1) week from receipt of Notice to Proceed sent by CALTRANS.

10. Changes in Terms/Amendments
This Agreement may only be amended or modified by mutual written agreement of the parties.

11. Cost Limitation
a. The maximum total amount granted and reimbursable to AGENCY pursuant to this RGA by CALTRANS shall not exceed $185,000.00.
b. It is agreed and understood that the Clean CA funds are limited to the amount granted.

CALTRANS will only reimburse the cost of services actually incurred in accordance with the provisions of this RGA and as authorized by the CALTRANS District Partnership Liaison at or below that fund limitation established herein.

12. Termination
a. CALTRANS reserves the right to terminate this RGA upon written notice to AGENCY at least 30 days in advance of the effective date of such termination in the event CALTRANS determines (at its sole discretion) that AGENCY failed to proceed with PROJECT Work in accordance with the terms of this RGA. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all allowable, authorized, and non-cancelled costs up to the date of termination.

AGENCY shall return any unused advance amounts which cannot be supported by eligible expenditure documentation.
b. This RGA may be terminated by either party for any reason by giving written notice to the other party at least 30 days in advance of the effective date of such termination. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all costs that are expressly allowable, pre-authorized in writing, and non-cancellable, up to the date of termination. c. AGENCY has 60 days after the Termination Date to submit accurate invoices to CALTRANS to make final allowable payments for Project costs in accordance with the terms of this RGA.

Failure to submit invoices within this period of time shall result in a waiver by AGENCY of its right to reimbursement of expended costs. Costs that are reimbursed and later determined to be ineligible for reimbursement shall be returned by AGENCY to CALTRANS.

13. Budget Contingency Clause
a. It is mutually agreed that if the US Congress or the State Legislature fail to appropriate or allocate funds during the current year and/or any subsequent years covered under this RGA do not appropriate sufficient funds for the program, this RGA shall be of no further force and effect.

City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

In this event, CALTRANS shall have no liability to pay any funds whatsoever to AGENCY or to furnish any other considerations under this RGA and AGENCY shall not be obligated to perform any provisions of this RGA.
b. The certification of FY 2025/26 funds will be contingent upon the passage of the FY 2023/24 Budget. Payment for any work performed that is funded by FY 2023/24 will be delayed if the FY 2023/24 Budget is not signed by June 30, 2023. Pursuant to Government Code (GC), Section 926.10, no late payment penalty shall accrue during any time period for which no Budget Act in effect. If funding for any fiscal year is reduced or deleted by US Congress or State Legislature for purposes of this program, CALTRANS shall have the option to either terminate this RGA with no liability occurring to CALTRANS or offer an RGA Amendment to AGENCY to reflect reduced amount.

14. Payment and Invoicing
a. AGENCY, its contractors, subcontractors and sub-recipients, shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP) and any standards specified by the source of funds, to enable the determination of incurred costs at interim points of completion, and to provide support for reimbursement payment vouchers or invoices.
b. The method of payment for this RGA will be based on the actual allowable costs that are incurred in accordance with the provisions of this RGA and in the performance of the Approved Grant Application and Amendment(s) to Grant Application (Attachment III) . CALTRANS will
reimburse AGENCY for expended actual allowable direct costs, and including, but not limited to, labor costs, travel, and contracted consultant services costs incurred by AGENCY in performance of the Project Work. Indirect costs are reimbursable only if the AGENCY has identified the estimated indirect cost rate in Attachment II and an approved Indirect Cost Allocation Plan or an Indirect Cost Rate Proposal as set forth in Section III–Cost Principles, Item 16d. The total cost shall not exceed the cost reimbursement limitation set forth in Section III–Cost Limitations, Item 11a. Actual costs shall not exceed the estimated wage rates, labor costs, travel, and other estimated costs and fees set forth in Attachment III without an amendment to this RGA, as agreed between CALTRANS and AGENCY. c. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in accordance with the provisions of this RGA and in the performance of Project Work. AGENCY must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this RGA and before the Expiration Date but must have also paid for those costs to claim any reimbursement. d. The AGENCY indirect cost rate must be approved in writing by the California Department of Transportation Independent Office of Audits and Investigations or federal cognizant agency before any reimbursement payment is made by CALTRANS to AGENCY for such cost. e. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to AGENCY, its subrecipients, contractors, and/or subcontractors, at the time and location required as specified in the California Department of Transportation's Travel Guide Exception Process at the following link: https://travelpocketguide.dot.ca.gov/.

City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

Also see website for summary of travel reimbursement rules. f. AGENCY shall submit invoices to CALTRANS at least quarterly, but no more frequently than monthly, in arrears upon completion of project tasks, milestone and/or deliverables in accordance with the Project Timeline in Attachment III to the satisfaction of CALTRANS District Partnership Liaison
g. Invoices shall reference this RGA Number and shall be signed and submitted to CALTRANS District Partnership Liaison, as stated in Section III–Notification of Parties, Item 8c. h. Invoices shall include the following information:
1) Names of the AGENCY personnel performing work
2) Dates and times of Project Work
3) Locations of Project Work
4) Itemized costs as set forth in Attachment III, including identification of each employee, contractor or subcontractor staff who provided services during the period of the invoice, the number of hours and hourly rates for each employee, contractor, sub-recipient or subcontractor staff member, authorized travel expenses with receipts, receipts for authorized materials or supplies, and contractor, subrecipient and subcontractor invoices. 5) AGENCY shall submit written progress reports with each set of invoices to allow CALTRANS District Partnership Liaison to determine if AGENCY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed.
i. Incomplete or inaccurate invoices shall be returned to the AGENCY unapproved for correction.

Failure to submit invoices on a timely basis may be grounds for termination of this RGA for material breach per Section III–Termination, Item 12.
j. CALTRANS will reimburse AGENCY for all allowable Project costs at least quarterly, but no more frequently than monthly, in arrears as promptly as CALTRANS fiscal procedures permit upon receipt of an itemized signed invoice.
k. The RGA Expiration Date refers to the last date for AGENCY to incur valid Project costs or credits and is the date this RGA expires. AGENCY has until July 30, 2027, to make final allowable payments to Project contractors or vendors, and November 30, 2027, to submit the Project’s Final Report, as defined in Attachment I and a final invoice to CALTRANS for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day from RGA Expiration Date will be reverted and will no longer be accessible to reimburse late Project invoices to contractor.
l. The final invoice will be paid upon submission by AGENCY to CALTRANS and acceptance by CALTRANS of the Final Delivery Report. Complete final delivery reports and invoices must be submitted to CALTRANS by November 30, 2027.

15. Quarterly Progress Reporting
a. AGENCY shall submit written quarterly progress reports to the CALTRANS District Partnership Liaison to determine if AGENCY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

developed.

16. Cost Principles
a. AGENCY agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY agrees, and will assure that its contractors, sub-recipients, in-kind contributors, and subcontractors will be obligated to agree, that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project cost items and (b) and (b) all parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

Every sub-recipient receiving Project funds as a sub-recipient, contractor, or subcontractor under this RGA shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards to the extent applicable. c. Any Project costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within 30 days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, CALTRANS is authorized to intercept and withhold future payments due AGENCY from CALTRANS or any third-party source, including, but not limited to, the State Treasurer, the State Controller or any other fund source.
d. Prior to AGENCY seeking reimbursement of indirect costs, AGENCY must have identified estimated indirect cost rate in Attachment II, prepare and submit annually to CALTRANS for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual which may be accessed at: https://dot.ca.gov/-/media/dot- media/programs/local-assistance/documents/lapm/ch05.pdf e. AGENCY agrees and shall require that all its agreements with consultants and subrecipients contain provisions requiring adherence to this section in its entirety except for section c, above.

17. Americans with Disabilities Act
By signing this Agreement, AGENCY assures CALTRANS that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

18. Iran Contracting Act
AGENCY must complete and submit to CALTRANS the Iran Contracting Act Certification certifying that it is not on the most current DGS list of Entities Prohibited from Contracting with Public Entities in California per the Iran Contracting Act, 2010 (https://www.dgs.ca.gov/PD/Resources/Page- Content/Procurement-Division-Resources-List-Folder/List-of-Ineligible-Businesses), before the City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

Agreement has been executed, unless Agency or its contractor(s) is exempted from the certification requirement by Public Contract Code Section 2205(c) or (d). If claiming an exemption, the Agency or its contractor(s) shall provide written evidence that supports an exemption under Public Contract Code Section 2203(c) or (d) before execution of the Agreement.

19. Indemnification
a. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, its contractors, its subrecipients, or its subcontractors under or in connection with any work, authority, or jurisdiction conferred upon AGENCY under this RGA.

It is understood and agreed that AGENCY shall fully defend, indemnify, and save harmless CALTRANS and all of CALTRANS’ officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, likeness statutes under California Civil Code §§ 3344 and 3344.1, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, contractors, subrecipients, or subcontractors under this RGA.

b. AGENCY agrees to fully defend, indemnify, and save harmless CALTRANS and all of its officers and employees from any and all claims, lawsuits, or legal actions, including reasonable attorneys’ fees and legal costs, relating to intellectual property claims arising from or related to the Project and/or any work procured under this RGA, including but not limited to claims based on (1) U.S. federal or state trademark infringement laws, (2) patent infringement laws (3) 17 U.S.C. §§ 101-810 (the Copyright Act of 1976, as modified), (4) 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”), (5) 17 U.S.C. § 113, (6) California Civil Code § 987 (the California Art Preservation Act), California Civil Code §989, or (7) any other rights arising under U.S. federal or state laws or under the laws of any other country that conveys rights and protections of the same nature as those conveyed under 17 U.S.C. §106A(a) and California Civil Code §987, including intellectual property claims arising from or related to breach of contract, inverse condemnation, conversion, and/or taking of property.

20. Nondiscrimination Clause (2 CCR 11105 Clause b)
a. During the performance of this RGA, the AGENCY, its contractors, its subrecipients, and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. AGENCY shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. b. AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by CALTRANS to implement such article. c. AGENCY shall permit access by representatives of the Department of Fair Employment and Housing and CALTRANS upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or CALTRANS shall require to ascertain compliance with this clause.
d. AGENCY and its contractors, its sub-recipients, and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
e. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all agreements with its sub-recipients, contractors, and subcontractors, and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this RGA.

21. Retention of Records/Audits
a. AGENCY, its contractors, subcontractors, and sub-recipients, agree to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY, its contractors, subcontractors, and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of AGENCY, its contractors, subcontractors and sub-recipients connected with Project performance under this RGA shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by AGENCY, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by CALTRANS or its agents. In conducting an audit of the costs and match credits claimed under this RGA, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY’s external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits. c. For the purpose of determining compliance with applicable State and AGENCY law in connection with the performance of AGENCY’s contracts with third parties pursuant to Government Code Section 8546.7, AGENCY, AGENCY’s sub-recipients, contractors, subcontractors, and CALTRANS, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to AGENCY under this RGA. CALTRANS, the City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

California State Auditor, or any duly authorized representative of CALTRANS or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and AGENCY shall furnish copies thereof if requested. d. AGENCY, its subrecipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this RGA.
e. Additionally, all grants may be subject to a pre-award audit prior to execution of this RGA to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable and allocable costs.
f. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this RGA shall contain all the provisions of this article.

22. Adjudication of Facts in Disputes
a. Any dispute concerning a question of fact arising under this RGA that is not disposed of by agreement shall be decided by the CALTRANS Contract Officer, who may consider any written or verbal evidence submitted by AGENCY. The CALTRANS Contract Officer shall issue a written decision within 30 days of receipt of the dispute. If AGENCY rejects the decision of the CALTRANS Contract Officer, AGENCY can pursue any and all remedies authorized by law. Neither party waives any rights to pursue remedies authorized by law.
b. Neither the pendency of a dispute nor its consideration by CALTRANS Contract Officer will excuse AGENCY from full and timely performance in accordance with the terms of this RGA.

23. Third-Party Contracts
a. AGENCY shall perform the work contemplated with resources available within its own organization and no portion of the work shall be contracted to a third party without prior written authorization by the CALTRANS District Partnership Liaison unless expressly included (subrecipient identified) in Attachment III as Project Work. b. All State-government-funded procurements must be conducted using a fair and competitive procurement process. AGENCY may use its own procurement procedures as long as the procedures comply with the local AGENCY’s laws, rules, and ordinances governing procurement and all applicable provisions of State law, including, without limitation, the requirement that the AGENCY endeavor to obtain at least three (3) competitive bids for solicitation of goods, services, and consulting services (see Part 2, Chapter 2, Articles 3 and 4 of the Public Contract Code); a qualifications-based solicitation process, for which statements of qualifications are obtained from at least three (3) qualified firms for architecture and engineering services (see Title 1, Division 5, Chapter 10 of the Government Code); and, the applicable provisions of the State Contracting Manual (SCM), Chapter 5, which are not inconsistent with this Item 23, Third Party Contracts. The SCM can be found and the following link: https://www.dgs.ca.gov/OLS/Resources/Page- Content/Office-of-Legal-Services-Resources-List-Folder/State-Contracting.

City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

c. Any contract entered into as a result of this RGA shall contain all the provisions stipulated in this RGA to be applicable to AGENCY’s sub-recipients, contractors, and subcontractors.

Copies of all agreements with sub-recipients, contractors, and subcontractors, must be submitted to the CALTRANS District Partnership Liaison. d. CALTRANS does not have a contractual relationship with the AGENCY’s subrecipients, contractors, or subcontractors, and the AGENCY shall be fully responsible for all work performed by its subrecipients, contractors, or subcontractors. e. Prior authorization in writing by the CALTRANS District Partnership Liaison shall be required before AGENCY enters into any non-budgeted sub-agreement. AGENCY shall provide an evaluation of the necessity or desirability of incurring such costs. AGENCY shall retain all receipts for such purchases or services and shall submit them with invoices per Section III–Payment and Invoicing, Item 14(h)(4), above. f. Any contract entered into by AGENCY as a result of this RGA shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subrecipients, contractors, and subcontractors, will be allowable as Project costs only after those costs are incurred and paid for by the subrecipients, contractors, and subcontractors. Travel expenses and per diem rates for subcontractors shall be reimbursed pursuant to Section III–Payment and Invoicing, Item 14c, above.

24. Drug-Free Workplace Certification
By signing this RGA, AGENCY hereby certifies under penalty of perjury under the laws of California that AGENCY will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all of the following:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The person's or organization's policy of maintaining a Drug-Free workplace. 3) Any available counseling, rehabilitation, and employee assistance programs. 4) Penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant:
1) Will receive a copy of the company's Drug-Free policy statement. 2) Will agree to abide by the terms of the company's statement as a condition of employment on the contract or grant.
d. Failure to comply with these requirements may result in suspension of payments under this RGA or termination of this RGA or both, and AGENCY may be ineligible for the award of any future state contracts if CALTRANS determines that any of the following has occurred: (1) AGENCY has made a false certification or, (2) AGENCY violates the certification by failing to City of Carson
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Project Number: CCEP-5403(036)

carry out the requirements as noted above.

25. Relationship of Parties
It is expressly understood that this agreement is executed by and between two (2) independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party.

26. State-Owned Data
a. AGENCY agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media:
1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect CALTRANS data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space.
2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules.
3) Encrypt, as described above, all State-owned data transmitted from one computing device or storage medium to another.
4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only.
5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement. 6) Notify the CALTRANS District Partnership Liaison immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data. 7) Advise the owner of the State-owned data, the AGENCY Information Security Officer, and the AGENCY Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. b. AGENCY agrees to use the State-owned data only for State purposes under this Agreement. c. AGENCY agrees to not transfer State-owned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).

27. CALTRANS’ Use of “Before” and “After” Project Photographs a. AGENCY acknowledges it provided a “Before” photograph of the Project with the AGENCY’s application for the Clean California Local Grant Program. AGENCY acknowledges and agrees it must provide an “After” photograph of the Project as part of the close out reporting process. b. AGENCY warrants it is the copyright owner of the “Before” and “After” Project photographs. c. Neither the “Before” nor “After” Project photographs shall include the faces of any City of Carson
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AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

individuals.
d. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the “Before” and “After” Project photographs, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. e. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.

28. Limited Grant of Rights to CALTRANS for Use of Educational Programming (“educational programming”) Created or Produced for Project and Visual Art Located Outside of State Right-of- Way (“Artwork”) Created or Produced for Project
a. Educational programming:
i. AGENCY shall obtain from any and all copyright owner(s) of educational programming a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.
iv. To the extent any logos, including trademarks or service marks, belonging to third parties and/or the AGENCY are used on educational programming created or produced for Project under this RGA, AGENCY agrees to obtain and grant all necessary rights for CALTRANS to use and allow agents of CALTRANS to use the logos in connection with use of the educational programming for non-commercial purposes or State government purposes. This includes but is not limited to reproductions used in brochures, media publicity, public outreach City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

campaigns (including television and social media campaigns), education and exhibition catalogues or other similar publication. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required. b. Artwork:
i. AGENCY shall obtain from the artist(s), or any other copyright owner(s) of Artwork, a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.

29. Government Purpose Rights for Inventions
a. Inventions are any idea, methodologies, design, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by AGENCY or jointly with the AGENCY’s contractor, subcontractor and/or subrecipient during the term of this RGA and in performance of any work under this RGA, provided that either the conception or reduction to practice thereof occurs during the term of this RGA and in performance of work issued under this RGA.
b. CALTRANS will have Government Purpose Rights to any inventions created as a result of the Project. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non- exclusive rights, and licenses to use, modify, reproduce, perform , release, display, create derivative works from, and disclose any said invention. “Government Purpose Rights” also include the right to release or disclose said invention(s) outside CALTRANS for any State government purpose and to authorize recipi ents to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the invention(s) for any State government purpose. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the invention(s) City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

for any commercial purpose.

30. Additional Intellectual Property Provisions
a. To the extent any intellectual property is created or produced for Project under this RGA, and not covered in other provisions of this RGA, AGENCY agrees to take reasonable steps to ensure that CALTRANS has the rights necessary to allow for use of the intellectual property in a fashion substantially similar to other rights for non-commercial uses and State government purposes described in this RGA.
b. If additional uses are reasonably determined to be needed by CALTRANS for public outreach purposes, AGENCY will obtain rights and grant CALTRANS and its agents said additional rights for use of the “Before” and “After” Project photos, Artwork created or produced for Project under this RGA, and educational programming created or produced for Project under this RGA.

The grant will be an irrevocable, non-exclusive, perpetual, royalty-free, sublicensable, unlimited, worldwide license.
c. When requested to so do by AGENCY, all reproductions and/or copies by CALTRANS of “Before” or “After” Project photographs, educational programming, and Artwork shall contain a credit to the Artist/ Copyright owner(s) and a copyright notice in substantially the following form:
© [Artist/Copyright owner’s name, date of publication]. AGENCY bears sole responsibility to promptly notify CALTRANS, in writing, about instances where such accreditation is requested and provide the Artist/ Copyright owner’s name and date of publication. CALTRANS will make reasonable efforts to affix the copyright notice in a timely manner. d. Required disclaimer language for educational programming and Artwork created or produced for Project under this RGA.
i. Educational programming: AGENCY must place a disclaimer statement in a conspicuous manner on the educational programming created or produced for Project under this RGA a disclaimer that states the content of the educational programming does not reflect the official views or policies of CALTRANS. The educational programming does not constitute a standard, specification, or regulation.
ii. Artwork: AGENCY must place a disclaimer statement in a conspicuous manner on or in close proximately to the Artwork created or produced for Project under this RGA a disclaimer statement that the contents of the artwork do not reflect the official views or policies of CALTRANS.
e. Avoidance of Infringement: In performing work under this RGA, AGENCY and its employees agree to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If AGENCY or its employees becomes aware of any such possible infringement in the course of performing any work under this RGA, AGENCY or its employees shall immediately notify CALTRANS in writing. f. Contractors, Subcontractors, and Subrecipients: Through contract with its sub-recipients, contractors, and subcontractors, AGENCY shall affirmatively bind by contract all of its contractors, subcontractors, subrecipients, and service vendors (hereinafter “AGENCY’s Contractor/Subcontractor/Subrecipient”) providing services under this RGA to conform to the provisions of paragraphs 31-33 of this RGA. In performing services under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall agree to avoid designing or developing any items that infringe one (1) or more patents or other intellectual property rights of any third party. If AGENCY’s Contractor/Subcontractor/Subrecipient becomes aware of any such possible City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

infringement in the course of performing any work under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall immediately notify the AGENCY in writing, and AGENCY will then immediately notify CALTRANS in writing.

31. Visual Art Located on California State Right-of-Way AGENCY agrees if Project involves visual art located on California State right-of-way, Project must be submitted and adhere to CALTRANS’ most current Transportation Art Proposal process, policies, guidelines, and requirements. Information regarding CALTRANS’ Transportation Art program can be found at https://dot.ca.gov/programs/design/lap-landscape-architecture-and- community-livability/lap-liv-j-transportation-art. AGENCY bears sole responsibility for ensuring that any Project will be timely submitted through CALTRANS’ Transportation Art Proposal process, approved, and installed prior to any deadlines as required by this RGA. a. AGENCY acknowledges that funds provided by CALTRANS under this RGA shall not be used for maintenance outside of the project time limits as provided in this RGA. b. AGENCY acknowledges that the CALTRANS’ Transportation Art Proposal process requires, among other things, CALTRANS ownership of any tangible visual final artwork, an unlimited, irrevocable copyright assignment to CALTRANS of the final artwork, and waiver of moral rights under California Civil Code § 987 (the California Art Preservation Act) and 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”) of the final artwork. c. AGENCY acknowledges that any submittal to the CALTRANS’ Transportation Art Proposal process includes restrictions on the type of work that can be located on California State right-of- way.

32. Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards In addition to, and not a limitation of, AGENCY’s indemnification obligations contained elsewhere in this Agreement, AGENCY hereby assumes all risks of the consequences of exposure of AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind or origin. AGENCY also agrees to take all appropriate safety precautions to prevent any such exposure to AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. AGENCY also agrees to indemnify and hold harmless CALTRANS, the State of California, and each and all of their officers, agents and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, AGENCY also agrees that the provisions of this paragraph shall apply regardless of the existence or degree of negligence or fault on the part of CALTRANS, the State of California, and/or any of their officers, agents and/or employees.

33. Mandatory Organic Waste Recycling
It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if AGENCY or its subcontractor generates two (2) cubic yards or more of organic waste or commercial solid waste per week, AGENCY or its subcontractor shall arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste City of Carson
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AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

recycling. AGENCY shall provide proof of compliance, i.e. organic waste recycling services or commercial waste recycling services that separate/source organic waste recycling, upon request from CALTRANS District Partnership Liaison

34. Project Close Out/Closeout Report
a. AGENCY will provide a final close out report to the CALTRANS District Partnership Liaison no later than November 30, 2027.

CALTRANS reserves the right to inspect the project location prior to approving the final invoice and closeout report.
b. CALTRANS reserves the right to withhold final payment to AGENCY pending receipt and approval of the final closeout report by the CALTRANS District Partnership Liaison. c. Payments shall be forfeit if invoices are submitted after November 30, 2027.

35. ADA Compliance
All entities that provide electronic or information technology or related services that will be posted online by CALTRANS must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.

36. Prevailing Wages and Labor Code Compliance
AGENCY shall comply with any and all applicable labor and prevailing wage requirements in Labor Code Sections 1720 through 1815 and implementing regulations for any public works or maintenance contracts and subcontracts executed for the AGENCY’s work on or for the Project.

37. In the event of any inconsistency between the provisions which constitute this RGA, the following order of precedence shall apply:

I. This Restricted Grant Agreement (as amended);
II. The CALTRANS Local Grant Program Guidelines;
III. Approved Indirect Cost Rate (if applicable);
IV. Approved Grant Application (as amended); and
V. AGENCY Resolution.

38. Survival
AGENCY’s representations, the indemnification provisions in paragraph 21, intellectual property provisions in paragraphs 30, 31, 32, and 33, and all other provisions which by their inherent character establish ongoing obligations shall remain in full force and effect, regardless of any expiration and/or termination of this RGA.

39. Sanctions
No agreements under this RGA shall be made with individuals and/or entities that are determined to be a target of sanctions by the State of California while such sanctions are in City of Carson
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effect.

Section IV
Attachments:

The following attachments are incorporated into and are made a part of this RGA by this reference and attached hereto.

I. Clean CA Community Cleanup and Employment Pathway (CCEP) Grant Program Guidelines II. Approv
ed Indirect Cost Rate (not applicable)
III. Approved Grant Application and Amendment(s) to Grant Application (if applicable) IV. AGENCY Resolution (N/A)
City of Carson
Agreement Number 07-CCEP-27
AMS ADV ID: 0726000243
Project Number: CCEP-5403(036)

In Witness Whereof, the parties hereto have executed this RGA on the day and year first herein above written:

CITY OF CARSON

By:

Printed Name:

David Roberts
Title:

City Manager
Date:
5/20/2026

CALTRANS DISTRICT PARTNERSHIP LIAISON

CLEAN CALIFORNIA PROGRAM
By:

Printed Name:

Shirin Parsa
Title:

Transportation Engineer/Grant Manager
Date:

CALIFORNIA DEPARTMENT OF TRANSPORTATION

CLEAN CALIFORNIA PROGRAM
By:

Printed Name:

Walter Yu
Title:

Clean California Program Director
Date:

RESOLUTION NO. 26-060

A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2025–26 BUDGET IN THE GENERAL FUND, SPECIAL REVENUE FUNDS, ENTERPRISE

FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP) FUND
WHEREAS, the City Council adopted the Fiscal Year 2025-26 budget on June 17, 2025, for the General Fund and Special Revenue Funds of the City via Resolution No. 25-076; and

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

WHEREAS, the City Council has determined it necessary to amend the Fiscal Year 2025-26 General Fund budget, Special Revenue Funds, Enterprise Funds, and Capital Improvement Program (CIP) budget.

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

Section 1. The following amendment(s) will be made to the City’s Fiscal Year 2025-26 budget.

Account Description Increase/(Decrease)
228-50-503-802-6004-PWM1851 Professional Services $92,500.00 228-50-503-802-6009-PWM1851 Materials & Supplies $92,500.00 228-50-503-802-4513-PWM1851 Local Grants $185,000.00

Section 2. The City Clerk shall certify the adoption of this resolution and shall keep a copy of this resolution attached to the Fiscal Year 2025-26 budget on file, and effective as of June 3, 2026, the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 3 Day of June, 2026.

APPROVED AS TO FROM: CITY OF CARSON:

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

ATTEST:

_______________________________
Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 26-060 adopted by the City of Carson City Council at its meeting held on June 3, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMEBES:

ABSENT: COUNCIL MEMBERS:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
P
age 1 of 2
Clean CA Program Community
Cleanup and Employment
Pathway (CCEP) Grant Proposal
Prepared by:

Date David Roberts, Jr.

City Manager
City of Carson
Approval Recommended by:

District Clean CA Grant Coordinator Date
Approved by:

Clean California Program Manager Date
P
age 2 of 2
Instructions – Attach any applicable documents as follows:
• Attachment A: Project / Data Maps
• Attachment B: Public Engagement Plan
• Attachment C: Existing Site Photos
• Attachment D: Letters of Support
• Attachment E: Cost Breakdown & Estimate
o Break down expenses by category (e.g., staff time, equipment, materials, outreach, etc.) o Briefly explain the purpose of each cost to demonstrate alignment with project goals.

ATTACHMENT A – PROJECT LOCATION & ASSOCIATED DATA MAPS
Attachment A
CCEP Project Scope of Work to be performed in the City of Carson’s disadvantaged communities, with the following online vulnerability and equity data mapping tools referenced to support affordability criteria as a means to further define “disadvantaged communities” (DACs, as designated in the State of California) and to further justify the project's benefits to low- and moderate-income (LMI) persons or communities Because multiple tools may be used, the City of Carson utilized the following:

CALENVIRO 4.0 SB 535 DISADVANTAGED COMMUNITIES (DAC)

☒ Located in AB 1550-Des ignated Low-Income and Disadvantaged Community when applying Climate Investments Priority Populations for 2023, the Department of Water Resources Disadvantaged Communities Mapping Tool & most recent U.S. Census Bureau Reports The Los Angeles Unified School District & Carson’s Community of High-Poverty Schools, all of which are located in targeted Carson neighborhoods whose long standing issues with crime and gang violence have affected school safety and already lower-than-average high school graduation rates (24% versus the California state average of 37.5%):
• Eagle Tree Continuation School – 100% SNAP eligible
• Rancho Dominguez Preparatory School – 91% SNAP eligible • Glenn Hammond Curtiss Middle – 90.1% SNAP eligible
• Carson Senior High – 88% SNAP eligible
• Stephen M. White Middle – 86.3% SNAP eligible

The City of Carson’s Public Engagement Plan
Carson has a distinguished history in conducting outreach and engagement strategies to ensure its residents are informed and aware of the opportunities to share ideas in a meaningful way with City staff and policymakers. The community is regarded as an asset in the public policy, planning, and legislative process. That is evident through this Targeted Litter Abatement, Graffiti Removal, and Community Engagement Initiative, where outreach will be conducted via presentations, public meetings, the City of Carson’s website, electronic communications, and through the utilization of survey tools.

In the development of this proposal, Carson’s Office of the City Manager, Planning Department, and Department of Public Works coordinated their efforts and provided presentations of its “Clean & Proud Carson” proposal to the Public Works Committee, Coalition for Infrastructure, Parks & Recreation, the Air Quality Advisory Board, and advocacy or community-based organizations specifically focused on reducing the adverse effects caused by climate change impacts.

T
his effort, which has proven effective, has spurred much enthusiasm for the development of Carson’s proposed CCEP project, as expressed during community forums in which shared ideas are encouraged and welcome. Opening up new forms of communication is one way to advance environmental justice and equity, with social and educational opportunities further realized through the provision of: 1) Improved air and water quality; 2) Reduced consumption of natural resources and energy; 3) Increased reliability of local water supplies; 4) Increased adaptability to climate change; and 5) Increased Protection and restoration of biodiversity. Similar methods, however more expansive, will be used to reach and gather input from Carson’s very eclectic communities. Carson will conduct outreach in English, Spanish, and Tagalog (Limited English Proficiency: 13% Spanish; 9% Tagalog) to residents of all ages. Major local employers will also be targeted to distribute promotional materials and information among their employees. Pioneer, Volvo, Nissan, United Airlines, Honeywell, Canon, Sony, Hewlett-Packard, Goodyear, ARCO, Yoplait, Kenwood, Shell Oil, Hyundai, IKEA, Cafe Au Lait, Mikasa, K-Mart, and Pitney Bowes are just several of the 3,000 businesses who value their Carson locations.

A
dditionally, the City will use its social media sites to collect relevant feedback while working to promote a series of Climate Change-related forums. The Carson Chamber of Commerce, environmentally oriented youth clubs such as the Boys & Girls Club, Carson’s Community of Schools, grassroots organizations, and other interested volunteers are expected to play a substantial part assisting with the gathering and dissemination of information. Although Carson is slated to have a variety of departments involved with developing the Clean & Proud Carson Initiative, the Office of the City Manager will oversee scheduled outreach activities to better ensure community stakeholder events are held on time, and that data is accurately gathered before being presented to the community.

P
roject processes are intended to involve collaborative engagement centered around the general public, City Council, community stakeholders, our local Chamber of Commerce chapter, and Carson’s various Commissions (which include Planning; Environmental; Public Works; and Parks).

With these factors taken into consideration, it’s imperative that Carson’s newly developed Community Engagement Plan can ensure the engagement strategies listed below:

Attachment B
• Consistent electronic communication, with project updates made available through the City of Carson website and social media sites that have been set up for the project. Email updates are to be routinely shared with project partners (e.g., Los Angeles Unified School District and Carson’s Community of Schools, California GreenWorks, the Boys and Girls Club of Carson, I Heart Carson/SBCC).
• C
ommunity Workshops – Several community-based popup workshops and design charettes will be advertised and held in all areas throughout the City, with the goal of soliciting as much feedback as possible from Carson residents as well as local business owners. This is a necessary component to help determine how to better address previously unmet community needs. Visual presentations will come with conceptual options in an effort to inspire environmental stewardship, with the following mitigation benefits and CCEP project deliverables explained in further detail: 1) How transitioning from spray irrigation to drip irrigation can reduce water consumption by 50% or more; 2) How reducing the amount of pesticides/fertilizers used minimizes the amount of polluted run-off; 3) How eliminating the use of lawnmowers and other fossil-fueled landscape affects GHG emissions; 4) How to enhance the local ecosystem and increase biodiversity by attracting native birds, insects, and other animals.
• F
ormal participation in key citywide events – The City of Carson takes advantage of these regularly attended events to present information while soliciting input at multiple events/public meetings such as: Open Streets, Community Issues/Air Quality Forums, and the Citywide Planning Projects Open House. Expanded outreach efforts are anticipated to engage a wider spectrum of community & regional residents to take part in Carson’s multi- faceted programming involving recreational park activities, with broader support increasing for the Targeted Litter Abatement, Graffiti Removal, and Community Engagement Initiative.

The final products of the City’s conceptual design phase may include high-level site planning diagrams documenting opportunities; inspirational imagery; documentation of project goals and requirements, potential amenities, and an initial cost estimate.

Community engagement is critical at this stage of design to ensure that the vision for Carson’s CCEP project is aligned with the broader community’s needs to the greatest extent possible.

A
DDITIONAL STAKEHOLDER ENGAGEMENT:

The PA/ED process includes participation and coordination with L.A. Metro, South Bay Cities Council of Governments (SBCCOG), and the City of Carson. All agencies are in general accord with the project. Public and agency outreach efforts undertaken during the PA/ED phase include both formal and informal formats such as:
o Monthly CCEP project development team meetings that include representatives from LAUSD, Carson’s Community of Schools, Caltrans, Metro, SBCCOG, and the City of Carson o Periodic briefings to Carson’s CBO partners
o CCEP Planning & Design Project briefings to elected officials of the City of Carson o Coordination meetings and project design workshops with the City of Carson staff o Informational meetings with stakeholder groups and CBO partners Attachment C
ATTACHMENT C – EXISTING SITE PHOTOS

November 3, 2025
ATTN: Miranda Myers, Caltrans District 7 Grant Manager
Clean California Community Cleanup & Employment Pathway (CCEP) Grant Program Dear Ms. Myers,
I am pleased to submit this Letter of Support on behalf of the City of Carson to demonstrate our mutual and partnering support provided through the locally based 501(c)(3) nonprofit environmental justice organization, California Greenworks (CGW). Through Caltrans’ Clean California Community Cleanup & Employment Pathway (CCEP) Program, the Clean & Proud Carson Initiative is requesting $200,000 in grant funds to enable our proposed Targeted Litter Abatement, Graffiti Removal & Community Engagement project – propelling its accompanying Scope of Work (SOW) into fruition as part of a phased implementation and sustainable delivery approach. Furthermore, the Clean & Proud Carson Initiative will ensure full compliance with Senate Bill 1000, which is now requiring California municipalities and City jurisdictions to address the needs of disadvantaged communities by promoting equitable access to educational resources in order to successfully improve public health outcomes whilst working to minimize environmental burdens.

CGW is continuing its long-standing, trusted partnership with Carson to assist with amplifying community voices and building local/regional capacity to inform public health policies in preparation for City Council adoption. By collectively contributing and sharing environmental & health data metrics specific to Carson’s service area, this community collaborative will also jumpstart the City’s strategic adaptation of workforce development training and much-needed green technological upgrades made to the Community Cleanup Database System Interface. With built-in NCIC and AI, Carson’s patented technology upgrades ensure City Code Enforcement officers can issue e-citation tickets in under 20 seconds, significantly increasing operational efficiencies integral to cost-effectively reinforcing stricter prohibition and reinforcement of illegal dumping, now occurring more frequently than ever since the City’s original inception back in 1968.

Code enforcement inspection has repeatedly indicated that the overwhelming majority of illegal trash dumped along Carson’s public streets and urban transit corridors near the uptown Business Improvement District mostly stem from surrounding residents who are commuting from neighboring jurisdictions prior to then abandoning their unwanted piles of hard-to-recycle bulky items like mattresses, e-waste & household appliances—further emboldened by a growing absence and close to complete lack of City reinforcements. This increasingly time-urgent concern has been exacerbated since 2020, when City funding for employing active illegal dumping enforcement staff operating within Carson’s Code Enforcement team lapsed and has yet to recover. To compensate for this pronounced lack in City staffing capacity, smart green technologies must function as a force multiplier through the increasingly reliable provision of a secure database that’s accessible to the public, City staff departments and any appropriately assigned agency personnel.

A widening spectrum of EJ-impacted neighborhoods targeted by this Clean & Proud Carson Initiative emphasizes a renewed citywide focus emphasizing several community-identified “trouble hot-spots,” with Carson’s CCEP initiative leading to stronger, firmer establishment of resilient ecosystems/recreational opportunities that extend far beyond single-jurisdictional limits to reach equity focus communities (EFCs) and/or unincorporated climate resilience sectors located either directly adjacent to Carson or at the surrounding vicinity albeit remaining within the scope of Los Angeles County & the greater South Harbor Bay region. To accomplish this, the City is combining forces with the local 501(c)(3) nonprofits and community- based organizations (CBOs) such as CGW, I Heart Carson, and the Boys & Girls Club of Carson. Each will play a prominent role in helping to conduct monthly large-scale citywide cleanup events at Carson’s highest-need neighborhoods. Ongoing infrastructure challenges on SR 91 have prevented regional transportation & environmental goals from being adequately met or moving forward on schedule, which has in turn influenced and shaped local decision-making around traffic relief, equity programs and commuter options as part of near- and long- Attachment D
term resilient transit enhancement. The CEJST and CalEnviroScreen4.0 SB 535 Disadvantaged Communities (DAC) mapping tools have equally determined Carson’s prioritized site areas as disadvantaged because each location indicates more than one burden threshold along with the associated socioeconomic threshold, as detailed below. o Energy: PM2.5 in the Air – Level of inhalable particles, 2.5 micrometers or smaller: 95th above 90th percentile. o Climate Change, Housing & Community Health: Low income – People in households where income is less than or equal to twice the federal poverty level, not including students enrolled in higher ed: 78th above 65th percentile.
o Workforce Development: High school education – Percent of people ages 25 years or older whose high school education is less than a high school diploma: 37% above 10%.

One potentially proven and cost-effective way to fight these worsening negative environmental factors is the citywide adoption of trees that are native to this area (e.g., drought-tolerant, climate-appropriate) and demand very little maintenance in return. Trees have long demonstrated their ability to decrease particulate matter over time, thereby leading to enhanced air quality/reduced GHG emission rates – as regularly tracked & monitored by SCAQMD. Other environmental hazards (e.g., flood, severe storm, catastrophic wildfire) in addition to community benefits are to be substantially mitigated through the addition of no less than 200 newly planted tree species dually featuring low VOC/high CO2 absorption rates, having been pinpointed & carefully handpicked via CGW’s professional expertise with:

1. Implementing neighborhood and open space revitalization projects;

2. Facilitating environmental enrichment and inclusive workforce development training opportunities (e.g., Urban Arborist Training Courses, Introduction to Green Jobs Program) that Carson residents/City and CCEP project stakeholders of any age are welcome to partake in and learn from;

3. Setting minimum requirements for species diversity and large-stature trees;

4. Monitoring canopy cover for gains and losses, including a community survey to distribute among City residents and local business entities promoting the 12 large-scale cleanup events to be administered during Carson’s one- year implementation period; and

5. Functioning and operating as an ongoing community advocate for green economic development.

Finally, CGW will be tasked with providing Carson’s D
AC/EFC neighborhoods with balanced objective information to assist City residents, local business owners and important project stakeholders so they may gain a more foundational understanding or deeper comprehension centered around which City-specific problems or investment strategies are requisite or highly conducive for increased access to green career workforce development and educational resource learning outcomes. Project considerations outside of CCEP’s one-year duration involve the maintenance/preservation of existing trees within City-owned property and public spaces, with scalable matching fund sources helping to cover costs associated with more inclusive outreach & engagement that’s specially geared toward Carson’s disadvantaged BIPOC communities. Equitable growth and job training opportunities will be made much more widely available through the Clean & Proud Carson Initiative, eventually reaching 1,000+ student volunteers/youth interns who are eager to partake in environmental stewardship activities and/or open to learning from the bilingual anti-litter curriculum that Public Works is currently developing in partnership with the Los Angeles Unified School District/Carson’s Community of Schools.

Thank you for your time and consideration of this funding support request made by CGW in support of the City of Carson, as Caltrans District 7 funding support will encourage local stakeholders and businesses to support the Carson cleanup coalition and its planned promotional campaign to help inform anti-littering behaviors among younger generations working or residing full-time in the City. Hashing out a long-term plan is what will ensure the prolonged sustainability achieved through this Clean & Proud Carson Initiative so that our communities can stay clean, eventually paving new pathways that may lead to broader-scale collaborations formed with local, regional & state partners alike. Ms. Myers, should you have any questions, please feel free to call (310) 342-0119 or directly email [email protected] for a more immediate response.

Michael Berns
Chief Environmental Justice Officer & Program Director at californiagreenworks.org Best,
Officers:

President:

David Traughber
Mattel, Inc
Vice President:

Jeri Vick
Community Volunteer
Secretary:

Lori Henderson¹
Northrop Grumman
Treasurer:

Roger von Ting¹
Watson Land Company
Immediate Past President:

Jim Choura¹
Choura Venue Services
Board of Directors:

Julie Beuerlein
JKB Home Design
Dr. Veronica Estrada
Pacifc Oaks College
Reese Johnson
MUFG Union Bank
Tamala Lewis
Dignity Health Sports Park
Megan McArdle, CIC, CISR
Aon Risk Solutions
Kate Mulligan
California Wellness Foundation
Jarrett Nobles
Los Angeles Dodgers
Tunde Ogunwole
Prologis
Paul Traughber
Alandale Insurance
Randy Wilson
Norm Wilson and Sons, Inc.

Staff:

Kim Richards
CEO
¹ Denotes Past President
November 3, 2025
A
TTN: Miranda Myers, Caltrans District 7 Grant Manager
Clean California Community Cleanup & Employment Pathway (CCEP) Grant Program R
E: Letter of Partnering Support for Clean & Proud Carson—A Targeted Litter Abatement, Graffiti Removal, and Community Engagement Collaborative Initiative Dear Ms. Myers,
I
am pleased to submit this Letter of Support on behalf of the Boys & Girls Club of Carson (BGC) to demonstrate our mutual enthusiasm for the City of Carson’s request to Caltrans District 7 for CCEP funding support the amount of $200,000. The proposed Clean & Proud Carson Initiative is part of a targeted litter abatement, graffiti removal, and community engagement collaborative project that will help bring our City into full compliance with Senate Bill 1000, which is now requiring California municipalities and City jurisdictions to address the needs of disadvantaged communities by promoting equitable access to educational resources in order to successfully improve public health outcomes while simultaneously working in-tandem to minimize environmental burdens uniquely specific to Carson.

A
variation of of EJ-impacted neighborhoods targeted by this Clean & Proud Carson Initiative emphasizes a renewed citywide focus emphasizing several community-identified “trouble hot-spots,” with Carson’s CCEP initiative leading to stronger, firmer establishment of resilient ecosystems/recreational opportunities that extend far beyond single-jurisdictional limits to reach Equity Focus Communities (EFCs) and/or unincorporated climate resilience sectors located either directly adjacent to Carson or at the surrounding vicinity albeit remaining within the scope of Los Angeles County & the greater South Harbor Bay region. To accomplish this, the City is combining forces with the local 501(c)(3) nonprofits and community- based organizations (CBOs) such as BGC, California GreenWorks, and I Heart Carson.

E
ach will play a prominent role in helping to conduct monthly large-scale citywide cleanup events at Carson’s highest-need neighborhoods. Ongoing infrastructure challenges on SR 91 have prevented regional transportation & environmental goals from being adequately met or moving forward on schedule, which has in turn influenced and shaped local decision-making around traffic relief, equity programs and commuter options as part of near- and long- term resilient transit enhancement. The CEJST and CalEnviroScreen4.0 SB 535 Disadvantaged Communities (DAC) mapping tools have equally determined Carson’s prioritized site areas as disadvantaged because each location indicates more than one burden threshold along with the associated socioeconomic threshold, as detailed below. o Energy: PM2.5 in the Air – Level of inhalable particles, 2.5 micrometers or smaller:
95th above 90th percentile.
o Climate Change, Housing & Community Health: Low income – People in households where income is less than or equal to twice the federal povert y

level, not including students enrolled in higher ed: 78th above 65th percentile.

o Workforce Development: High school education – Percent of people ages 25 years or older whose high school education is less than a high school diploma: 37% above 10%.

Carson’s CCEP project challenges these types of discriminatory practices that unjustly demean and isolate young adolescent job seekers. Throughout CCEP’s designated 12-month implementation period, the City and Carson’s Community of Schools will engage 800–1,000 youth volunteers from five selected Title I Public Schools, all of which are located in poverty-stricken neighborhoods predominantly housing BIPOC populations whose long standing issues with crime and gang violence have affected school safety and already lower-than-average high school graduation rates (24% versus the California state average of 37.5%). Carson’s workforce development component will engage and recruit school-aged youth volunteers, utilizing nature-based solutions and environmental decision-making to educate participants on how they can navigate nature experiences and effectively mitigate climate-related challenges affecting Carson’s EJ-impacted populations increasingly forced to with rising municipal pollution burdens. This will give youth first-hand lived experience with the process of allocating limited resources toward service work that may ultimately foster and/or create a substantial environmental justice legacy within Carson’s highest-need neighborhoods.

Although the proposed pilot is being newly developed by a City advisory body to eliminate existing community inequities and recreational access barriers, Carson’s intended Scope of Work (SOW) maintains fidelity to prior models of success—advancing far-reaching community impacts proving both scalable/sustainable. Interacting in close group settings with experienced professionals showcasing strong expertise, students have the eye-opening opportunity to discover expanded pathways toward long-term employment. Project service-learning work youth volunteers are tasked with a diverse spectrum of restoration methods including erosion control measures, native plant seed collection/distribution, propagation and nursery work, invasive species management, coordinated maintenance of planting sites and recreational hiking trails—dependent on timeline/milestones.

Targeted site areas are situated in Carson neighborhoods that reported a substantial rise in graffiti, feces and large items dumped from July 2024 through June 2025. Moreover, bilingual educational programs and job training workshops opportunities will be made much more widely available, eventually reaching 800–100 student volunteers/youth interns who are eager to partake in environmental stewardship activities and/or open to learning from the bilingual anti-litter curriculum that Public Works is currently developing in partnership with LAUSD.

Sincerely,

Kim Richards
Chief Executive Officer

LOS ANGELES UNIFIED SCHOOL DISTRICT

MEMBERS OF THE BOARD

KELLY GONEZ, PRESIDENT
MÓNICA GARCÍA

JACKIE GOLDBERG
DR. GEORGE J. MCKENNA III

NICK MELVOIN
SCOTT M. SCHMERELSON

TANYA ORTIZ FRANKLIN

ALBERTO CARVALHO
Superintendent

LOCAL DISTRICT SOUTH

MICHAEL ROMERO
Local District South Superintendent

CARSON COMMUNITY OF SCHOOLS
21820 Bonita Street
Carson, CA 90745
Telephone: (310) 354-3400
Fax: (310) 532-4674
[email protected]
DR. AFIA HEMPHILL
Community of Schools Administrator
October 27, 2025
ATTN: Miranda Myers, Caltrans District 7 Grant Manager
Clean California Community Cleanup & Employment Pathway (CCEP) Grant Program Email Address: [email protected]
Phone Number: (213) 500-5840
RE: Letter of Partnering Support for Clean & Proud Carson—A Targeted Litter Abatement, Graffiti Removal, and Community Engagement Collaborative Initiative
Dear Ms. Myers,
I am pleased to submit this Letter of Support on behalf of the Los Angeles Unified School District (LAUSD) to demonstrate our mutual enthusiasm for the City of Carson’s request to Caltrans District 7 for CCEP funding support the amount of $200,000. The proposed Clean & Proud Carson Initiative is part of a targeted litter abatement, graffiti removal,
and community engagement collaborative project that will help bring our City into full compliance with Senat
e Bill 1000, which is now requiring California municipalities and City jurisdictions t o address the needs of disadvantaged communities by promoting equitable access to educational resources in order to successfully improve public health outcomes while simultaneously working in-t andem to minimize environmental burdens uniquely specific to Carson.

A variation of of EJ-impacted neighborhoods targeted by this Clean & Proud Carson Initiative emphasizes a renewed citywide focus emphasizing several community-identified “trouble hot-spots,” with Carson’s CCEP initiative le
ading to stronger, firmer establishment of resilient ecosystems/recreational opportunities that extend far beyond single-jurisdictional limits to reach Equity Focus Communities (EFCs) and/or unincorporated climate resilience sectors
located either directly adjacent to Carson or at the surrounding vicinity albeit remaining within the scope of Los Angeles County & the greater South Harbor Bay region. To accomplish this, the City is combining forces with the l
ocal 501(c)(3) nonprofits and community- based organizations (CBOs) such as California GreenWorks, I Heart Carson, and the Boys & Girls Club of Car so n. Each will play a prominent role in helping to conduct monthly large- scale citywide cleanup events at Ca rson ’s highest-need neighborhoods. Ongoing infrastructure challenges on SR 91 have
prevented regional transportation & environmental goals from being adequately met or moving forward on schedule, which has in turn influenced and shaped local decision-making around traffic relief, equity programs an d commuter options as part of near- and long- term resi lient t ransit enha ncement. T he CEJST and CalEnviroScreen4.0 SB 535 Disadvantaged Communities (DAC) mapping tools have equally determined Carson’s prioritized site areas as
disadvantaged because each location indicates more than one burden threshold along with the associ ated socioeconomic threshold, as detailed below.

o Energy: PM2.5 in the Air – Level of inhalable particles, 2.5 micrometers or smaller: 95th above 90th percentile. o Climate Change, Housing & Community Health: Low income – People in households where income is less than or equal to twice the federal poverty level, not including students enrolled in higher ed: 78th above 65th percentile.
o Workforce Development: High school education – Percent of people ages 25 years or older whose high school education is less than a high school diploma: 37% above 10%.

An overarching like-minded goal of both the City and LAUSD is to more broadly empower lower-income student participants residing within Carson’s most EJ-impacted and/or disadvantaged communities to pursue green careers in ecology, environmental stewardship, public safety and code enforcement coordination of community restoration and larger- scale citywide cleanup events particularly among historically marginalized youth who continue to experience insurmountable barriers to obtaining competitive gainful employment. More specifically, the Clean & Proud Carson Initiative guides youth ages 16 through 24 who live at or below 200% of the Federal Poverty Level and come from impoverished backgrounds exacerbated by a lifetime of segregation and low expectations, especially if exiting out of the juvenile justice or foster system during this very difficult time of transition for at-risk youth and young adults who are living with some form of disability (e.g., cognitive, physical) and/or have already amassed a criminal record.

Carson’s CCEP project challenges these types of discriminatory practices that unjustly demean and isolate young adolescent job seekers. Throughout CCEP’s designated 12-month implementation period, the City and Carson’s Community of Schools will engage 800–1,000 youth volunteers from five selected Title I Public Schools, all of which are located in poverty-stricken neighborhoods predominantly housing BIPOC populations whose long standing issues with crime and gang violence have affected school safety and already lower-than-average high school graduation rates (24% versus the California state average of 37.5%). Carson’s workforce development component will engage and recruit school- aged youth volunteers, utilizing nature-based solutions and environmental decision-making to educate participants on how they can navigate nature experiences and effectively mitigate climate-related challenges affecting Carson’s EJ-impacted populations increasingly forced to with rising municipal pollution burdens. This will give youth first-hand lived experience with the process of allocating limited resources toward service work that may ultimately foster and/or create a substantial environmental justice legacy within Carson’s highest-need neighborhoods.

Although the proposed pilot is being newly developed by a City advisory body to eliminate existing community inequities and recreational access barriers, Carson’s intended Scope of Work (SOW) maintains fidelity to prior models of success— advancing far-reaching community impacts proving both scalable/sustainable. Interacting in close group settings with experienced professionals showcasing strong expertise, students have the eye-opening opportunity to discover expanded pathways toward long-term employment. Project service-learning work youth volunteers are tasked with a diverse spectrum of restoration methods including erosion control measures, native plant seed collection/distribution, propagation and nursery work, invasive species management, coordinated maintenance of planting sites and recreational hiking trails— dependent on timeline/milestones.

Targeted site areas are situated in Carson neighborhoods that reported a substantial rise in graffiti, feces and large items dumped from July 2024 through June 2025. Moreover, bilingual educational programs and job training workshops opportunities will be made much more widely available, eventually reaching 800–100 student volunteers/youth interns who are eager to partake in environmental stewardship activities and/or open to learning from the bilingual anti-litter curriculum that Public Works is currently developing in partnership with LAUSD.

Sincerely,

Dr. Afia Hemphill
Administrator, Carson Community of Schools

1. Establish a Collaborative Framework
Goal: Create a formal partnership that aligns resources and accountability.

Memorandum of Understanding (MOU):

Define roles:
o City of Carson: Provides logistical support, public works coordination, and materials disposal. o California GreenWorks: Leads volunteer recruitment, health education, and neighborhood engagement.

Carson's Community of Schools, the Boys & Girls Club of Carson: Coordinates downtown and commercial corridor beautification, merchant outreach, and business sponsorships.

Joint Planning Team: Monthly coordination meetings to select target zones, review data (litter/graffiti reports), and plan events.

Shared Data Dashboard: Track clean-up areas, graffiti reports, and volunteer hours using tools like SeeClickFix or ArcGIS Hub.

COST: $10,0000

2. Identify and Prioritize Target Areas
Goal: Use data and community input to focus efforts where impact is greatest.

Use City Data: Review Carson’s Public Works or Code Enforcement service request records to map litter/graffiti “hot spots.” Engage Residents: Host listening sessions in high-need neighborhoods.

Prioritization Criteria: Level of blight, pedestrian traffic, visibility, and proximity to schools or parks.

COST: $10,000

3. Implement Targeted Clean-Up and Graffiti Removal
Goal: Execute recurring, high-impact beautification events that model civic pride.

Monthly “Pride in Carson Days”:

City provides dumpsters, paint, tools, and safety vests.

California GreenWorks recruits volunteers and promotes health-oriented themes (e.g., “Clean Spaces, Healthy Hearts”).

Carson's Community of Schools and the Boys & Girls Club of Carson organizes local businesses to “adopt a block” or sponsor materials.

Rapid Response Crews: Partner with local workforce development or reentry programs (e.g., Fighting Back Partnership’s YouthWorks) for quick graffiti removal and litter response.

Beautification Add-Ons: Install murals, plant low-maintenance greenery, or add community art to deter repeat vandalism.

COST: $65,000

4. Integrate Education and Public Engagement
Goal: Foster a culture of pride and shared responsibility.

Public Awareness Campaign:
“Love Carson, Keep It Clean” — social media, banners, and merchant window decals.

Include positive messaging about local pride and environmental stewardship.

School Partnerships:

Work with the Los Angeles Unified School District on classroom presentations, student service days, and mural art projects.

Launch a “Clean Campus, Clean Community” challenge.

Community Workshops:

California GreenWorks can host events linking environmental cleanliness to community health (reducing pests, improving mental wellbeing, etc.).

Volunteer Recognition:

Celebrate “Community Pride Champions” quarterly with certificates from the City Council COST: $92,0000

5. Ensure Long-Term Sustainability
Goal: Build maintenance and ownership into the fabric of the community.

Adopt-a-Spot Program:

Residents, civic groups, or businesses adopt public spaces for ongoing clean-up and reporting.

Business Improvement Incentives:

Partner with the uptown Business District to reward businesses maintaining graffiti-free and litter-free storefront.

Maintenance Funding:

Leverage CalRecycle’s Local Conservation Corps grants, Caltrans Clean California Local Grant Program, and WCB Urban Greening for long-term beautification Seek corporate sponsorships from refineries, shipping firms, and local retailers.

Measure and Report Impact:

Annual report summarizing areas cleaned, graffiti removed, volunteer hours, and improvements in community satisfaction COST: $8,000
***MATCHING FUNDS: IN-KIND CONTRIBUTION: $15,000 from California GreenWorks (CGW): $15,000 TOTAL CCEP REQUEST AMOUNT: $185,000
Attachment E
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, June 3, 2026, 5:00 PM
CONSENT 23. To: Honorable Mayor and City Council From: Nora A. Garcia , Director of Public Safety & Emergency Management PS Administration Subject: CONSIDER APPROVAL OF A FIVE-YEAR SOFTWARE, SUPPORT, AND MAINTENANCEAGREEMENT WITH ESI ACQUISITION, INC., A JUVARE COMPANY, FOR WEBEOC (CITY COUNCIL) I. SUMMARY
Staff recommends that the City Council approve a five-year Software, Support, and Maintenance Agreement with ESi Acquisition, Inc., a Juvare Company, for the city’s WebEOC emergency management platform. WebEOC will support the City’s Emergency Operations Center (EOC) by providing a centralized system for incident management, situational awareness, interdepartmental coordination, and emergency communications. The proposed agreement includes proprietary software licensing, support, maintenance, and related services necessary for ongoing system functionality and operational readiness. The City’s Purchasing Manager has determined that this procurement qualifies for a sole source exception to competitive bidding requirements pursuant to Section 2611(e) of the Carson Municipal Code.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE a five-year software, support, and maintenance agreement with ESi Acquisition, Inc., a JuvareCompany, for the City’s WebEOC emergency management platform in an amount not to exceed $178,565.76;and

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

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

IV. BACKGROUND
The City’s Public Safety & Emergency Management Department is seeking to implement the WebEOC platform to support Emergency Operations Center (EOC) activations, emergency preparedness activities, planned events, and day-to-day emergency management coordination efforts. The platform is designed to provide centralized incident management, resource tracking, documentation, situational awareness, and interdepartmental communication capabilities to improve operational coordination before, during, and after emergency incidents.

In addition to supporting internal City operations, WebEOC includes interoperability features that allow coordination and information sharing with external partner agencies utilizing the same platform, including Los Angeles County.

The software also includes integration capabilities with FEMA’s Integrated Public Alert & Warning System (IPAWS), which supports emergency notification and public alerting functions during significant incidents and disasters.

ESi Acquisition, Inc., a Juvare Company, is the sole developer, licensor, and authorized provider of the proprietary WebEOC software, including all associated modules, maintenance, support, configuration, updates, and related professional services. As the owner of the software source code and proprietary system architecture, no third-party vendors are authorized to provide the required licensing, support, maintenance, or system modification services associated with the platform.

Legal Analysis
It should be noted, however, that the agreement places an obligation on the City to indemnify ESi Acquisition, Inc. and Juvare Company against claims resulting from certain City-caused damages such as those due to contributory infringement to the extent caused by the City, or use of the services by City other than as permitted by the agreement, or City’s failure to comply with applicable law. Because the risk of such damage involves a limited context, the risk to the City is low and City staff recommends City Council approval of the agreement.

Accordingly, Staff is requesting that the City Council approve the proposed agreement pursuant to the City’s Municipal Code provisions related to sole source procurement exceptions to competitive bidding requirements, as the required proprietary software, support services, and system integrations are uniquely available through ESi Acquisition, Inc., a Juvare Company.

V. FISCAL IMPACT
The proposed five-year Software, Support, and Maintenance Agreement with ESi Acquisition, Inc., a Juvare Company, is in an amount not to exceed $178,565.76. The Fiscal Year 2025-2026 cost for Year One services is $38,503.55 and will be funded through the Emergency Management Division Professional Services Account No. 101-55-553-101-6004. Funding for the remaining years of the agreement is anticipated to be provided through the same account.

VI. EXHIBITS

1. WebEOC Approved Purchasing Waiver

2. WebEOC Vendor Sole Source Letter

3. WebEOC Quote

4. ESI (WebEOC) Agreement
Attachments

1. WebEOC Approved Purchasing Waiver

2. WebEOC Vendor Sole Source Letter

3. WebEOC Quote

4. ESI (WebEOC) Agreement

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211 Perimeter Center Parkway, NE
Suite 700
Atlanta, GA 30346
May 7, 2026

Via Email
Nora Garcia
City of Carson, CA – Public Safety & Emergency Management 701 E Carson St.

Carson, CA, 90745
Response to Sole Source Inquiry; WebEOC® Software Suite City of Carson, CA – Public Safety & Emergency Management.

Dear Mrs. Garcia,

ESi Acquisition, Inc., Juvare, LLC, and its affiliates (“ESi”), is the sole developer and licensor of the ESi WebEOC® branded Software. Since its initial development and release in 1999, ESi has maintained control over the source code, the trademark and all other proprietary rights embodied in the ESi WebEOC Software and its companion products.

As the only entity with access to the WebEOC source code, ESi is the only entity which may accurately diagnose software errors and defects, issue corrections and fully integrated enhancements, and warrant performance of the WebEOC. ESi also provides a wide range of support and professional services unique to ESi and WebEOC.

These services are specialized in nature and focused on configuration and technical support for proprietary software technology. These services frequently require access to ESi proprietary information and are not available through or resold by any third parties. The WebEOC Core Subscription, services, and supporting Emergency Management and Municipal Operations Modules also are available exclusively from ESi.

Included with the WebEOC Core Subscription is a feature called Juvare Exchange which is also proprietary to ESi.

Juvare Exchange allows WebEOC instances to connect to each other without the need for custom integration code. This is important because Los Angeles County uses WebEOC and the City of Carson would be able to interface with the County’s system. As a result, City staff can reduce the number of platforms they need to access while improving the speed of information sharing. Juvare Exchange also helps the City streamline financial reporting during and after disasters by consolidating processes into a single, centralized system. Additionally, WebEOC has a native integration with FEMA’s Integrated Public Alert & Warning System (IPAWS) which will allow the city to send alerts to citizens in the event of a major disaster or incident.

Sole source acquisition of WebEOC products and services may be justified under Subpart 6.3 of the Federal Acquisition Regulations (“FAR”). In the case of software products and software maintenance, FAR allows sole source acquisition of unique items which are available from one or a limited number of sources or for proprietary items where only limited data rights are provided under license. WebEOC meets these requirements. State and local government organizations are encouraged to ask their procurement officer if local laws include similar sole source provisions, or if the federal justifications may be used to support sole source procurement.

We look forward to the opportunity to continue working with you. Please contact Patrick Niles at [email protected] with any questions.

Sincerely,
ESi Acquisition, Inc., a Juvare company

Rajib Roy
President and CEO

Juvare Contact
Patrick Niles
(410) 353-9370
[email protected]

ESi Acquisition, Inc., a Juvare Company
211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346 | Phone: 866.200.0165 © Juvare, LLC. Proprietary and Confidential.

When you send in a Purchase Order for the items below,

Quote Number: Q-23147 Quote Date: 4/22/2026
Quote for: WebEOC - 50 Users - 5 Years Quote Expires: 6/20/2026

Quote To: Ship To:

Carson, CA Carson, CA
701 E Carson St
Carson, California 90745
701 E Carson St
Carson, California 90745

Quote Contact:

Nora Garcia, Director of Public Safety &
Emergency Management
[email protected] | 3109521788

Thank you for your support of Juvare products and services! When you are ready to proceed with a Purchase Order:
• Address all Purchase Orders to ESi Acquisition, Inc., 211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346.
• The terms and conditions of the master agreement by and between Juvare, LLC (or the above affiliate) and the Client, as set forth in the applicable master agreement, shall govern and control this Quote and all services, products and deliverables provided pursuant to this Quote. Any terms and conditions in the purchase order that attempt to add, change, remove or otherwise modify terms and conditions set forth in such master agreement shall not be effective unless and until signed in a written amendment by and between the parties to the master agreement. Any such modifications via a purchase order shall be deemed null and void. • Quotes issued in US Dollars and are exclusive of applicable taxes and travel expenses.

Items not manufactured by Juvare are subject to change. Substitutes will be provided for customer consideration and approval.

Juvare Contact
Patrick Niles
(410) 353-9370
[email protected]

ESi Acquisition, Inc., a Juvare Company
211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346 | Phone: 866.200.0165 © Juvare, LLC. Proprietary and Confidential.

Year 1

ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE
100-WEB-B WebEOC Subscription 50 Users
Annual subscription for WebEOC.
$23,615.55 1.00 $23,615.55
101-S-PBS-1 WebEOC Premium Board Subscription $6,615.00 1.00 $6,615.00 101-S-AGIS-1 SaaS - ArcGIS Extension
Annual subscription for the ArcGIS Extension module.
$2,273.00 1.00 $2,273.00
700-P-W-SI-T2 Professional Services - WebEOC - SaaS Implementation – ArcGIS Extension
One-time service fee for installation of a WebEOC Tier 2 Add On. Quoted price includes up to 10 hours for
installation, overview training, oversight, and minor
configuration services.
$3,000.00 1.00 $3,000.00
702-T-BOOTCAMP Training Center - WebEOC Virtual Bootcamp Training - New Implementation Clients (1 Seat)
One prepaid slot in client's choice of WebEOC Virtual
Bootcamp sessions. Expires one year from express
implementation completion.
$1,500.00 2.00 $3,000.00
Year 1 Total: $38,503.55

Year 2

ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE
100-WEB-B WebEOC Subscription 50 Users
Annual subscription for WebEOC.
$24,324.02 1.00 $24,324.02
101-S-PBS-1 WebEOC Premium Board Subscription $6,813.45 1.00 $6,813.45 101-S-AGIS-1 SaaS - ArcGIS Extension
Annual subscription for the ArcGIS Extension module.
$2,341.19 1.00 $2,341.19
Year 2 Total: $33,478.66

Year 3

ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE
100-WEB-B WebEOC Subscription 50 Users
Annual subscription for WebEOC.
$25,053.74 1.00 $25,053.74
101-S-PBS-1 WebEOC Premium Board Subscription $7,017.85 1.00 $7,017.85 101-S-AGIS-1 SaaS - ArcGIS Extension
Annual subscription for the ArcGIS Extension module.
$2,411.42 1.00 $2,411.42
Year 3 Total: $34,483.01

Juvare Contact
Patrick Niles
(410) 353-9370
[email protected]

ESi Acquisition, Inc., a Juvare Company
211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346 | Phone: 866.200.0165 © Juvare, LLC. Proprietary and Confidential.

Year 4

ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE
100-WEB-B WebEOC Subscription 50 Users
Annual subscription for WebEOC.
$25,805.35 1.00 $25,805.35
101-S-PBS-1 WebEOC Premium Board Subscription $7,228.39 1.00 $7,228.39 101-S-AGIS-1 SaaS - ArcGIS Extension
Annual subscription for the ArcGIS Extension module.
$2,483.77 1.00 $2,483.77
Year 4 Total: $35,517.51

Year 5

ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE
100-WEB-B WebEOC Subscription 50 Users
Annual subscription for WebEOC.
$26,579.51 1.00 $26,579.51
101-S-PBS-1 WebEOC Premium Board Subscription $7,445.24 1.00 $7,445.24 101-S-AGIS-1 SaaS - ArcGIS Extension
Annual subscription for the ArcGIS Extension module.
$2,558.28 1.00 $2,558.28
Year 5 Total: $36,583.03

Contract Total
*plus applicable taxes
USD 178,565.76

Implementation Services require a mutually executed Statement of Work before work may commence. The SOW will define the scope, timeline, deliverables, and responsibilities for the implementation.

Additional Disclaimer
Work cannot be started and dates for services cannot be secured until the applicable initial payment or purchase order has been received. Pricing contained herein is based on configuration outlined above. Some items may not be sold separately. Pricing is valid until the expiration date set forth above.

Juvare Contact
Patrick Niles
(410) 353-9370
[email protected]

ESi Acquisition, Inc., a Juvare Company
211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346 | Phone: 866.200.0165 © Juvare, LLC. Proprietary and Confidential.

If the "Bill To" entity above is tax-exempt, such entity shall be responsible for providing all necessary documentation to show such tax-exempt status.

Estimated amounts for Pre-Paid Travel Expenses are for informational purposes only; all Travel Expenses incurred by Juvare or its affiliate shall be invoiced to and paid by Client.

When you send in a Purchase Order (PO) for the items above,

We look forward to working with you and your staff!

01007.0630 2146981.1
Confidential and Proprietary
.Carson CA.ESi.EUSA.coop lang.SOW.JAI Page 1 of 41

WebEOC Subscription Agreement (Hosted Implementation)

This WebEOC Subscription Agreement (the “Agreement”), effective this 20 day of May 2026 (“Effective Date”), is made by and between ESi Acquisition, Inc. (“ESi”), a Delaware corporation with its principal place of business located at 211 Perimeter Center Parkway, NE, Suite 700, Atlanta, GA 30346 and City of Carson, California (“Client”), a State of California city jurisdiction having its principal place of business located at 701 E. Carson St., Carson, CA 90745. ESi and Client may individually be referred to as a “Party” herein, or the “Parties” collectively.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Agreement. This is a Software-as-a-Service (“SaaS”) based subscription agreement and not an agreement for sale. As of the Effective Date of this Agreement, this Agreement covers the WebEOC® Software Subscription and services (including Support Services) that Client purchases from ESi as a provider of Hosted/hosting services for the Software governed by this Agreement (“Services”) pursuant to Exhibits, Orders and Quotes hereto that are executed and/or agreed upon by both parties and expressly references this Agreement. This Agreement and all applicable Exhibits, Orders and Quotes hereto for Services and any attachments hereto and thereto are the complete agreement regarding ESi’s Services hereunder and replace any prior oral or written communications between Client and ESi relating to such transactions. Client agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by ESi regarding future functionality or features.

2. Definitions. Unless otherwise specifically stated in this Agreement or in any Exhibit or Quote hereto , the capitalized terms used in this Agreement shall have the meanings set forth below:

2.1 “Administrator” means an employee, officer, director or consultant of Client to whom Client has provided a user account and certain rights to administer the Software on behalf of Client.

2.2 “Active User” means a User that has logged in to the Software at any time, for any period of time, within any given calendar month.

2.3 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party hereto.

2.4 “Client Data” means data input by Client or its authorized Users into the Software.

2.5 “Confidential Information” means as set forth in Section 8 to this Agreement.

2.6 “Consulting Services” means all the professional services for installation or implementation of Hosted Services or Software, training services, or other non-recurring services as set forth on Exhibit E hereto (as applicable); Consulting Services do not include Hosted Services or Support Services.

2.7 "Derivative Work(s)" means the work based on or derived from or modifications, enhancements or other functional extensions of the Software.

2.8 “Documentation” means the user manuals, requirements, specifications, training materials, and any other documents, materials, information or guidance, whether supplied as printed material or in electronic form, provided by ESi in conjunction with the purchase, training, use, technical support or update of the Software and Services provided hereunder.

2.9 “Fee” means the amounts due and payable by Client to ESi for the Subscription and Services pursuant to this Agreement; the Fee may be set forth on Exhibit C , as amended from time to time, to this Agreement or Quotes or Orders.

2.10 “Hosted Services” means as set forth in Exhibit D to this Agreement.

2.11 “Hosted System” means as set forth in Exhibit D to this Agreement.

2.12 “Installation” of the Software shall be deemed to be complete on the sooner to occur of (i) the day that the Software is available for production, (ii) the date of Client’s first use of the Software in a live production environment, or (iii) 90 days following the date of Client’s execution of this Agreement (or if for an amendment, Exhibit or Statement of Work adding Software , Modules, or Services under this Agreement, the Client’s execution of such subsequent amendment, Exhibit or Statement of Work).

2.13 “Internal Business Purpose” means the primary business purpose of the Client as established by articles of incorporation, operating agreement, enabling statute, agency rule or regulation, or any other documentation that defines Client’s primary business purpose; however, such Internal Bus iness Purposes will be construed as narrowly as legally allowed and any overly broad business purposes will require further refining and supplementation in this Agreement.

2.14 “Juvare Cloud” means as set forth in Exhibit D to this Agreement.

2.15 “Message Credit” means one SMS segment or one 1-minute voice call.

2.16 “Module” means a proprietary set of status boards developed by ESi for use with selected WebEOC Software which are designed to address a common functional need.

2.17 “Party” means as defined in the preamble above.

2.18 “SMS Segment” Each time a SMS message is sent, it consists of "segments" depending on the number of characters used. Each segment is equal to 160 characters.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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2.19 “Software,” means, individually and collectively, all of the software granted to Client from ESi via the Subscription as identified on Exhibit A hereto and Software Updates to such software.

2.20 “Software Support Plan” means the Support Services plan provided by ESi pursuant to Exhibit C and Quotes to this Agreement.

2.21 “Software Updates” means any technical correction, patch, bug fix, enhancement or other software release to the Software that is provided to Client pursuant to the Software Support Plan or the Software Subscription purchased by Client.

2.22 “Standard Business Hours” shall mean 9:00 a.m. through 6:00 p.m. U.S. Eastern Time, Monday through Friday, excluding holidays, and are subject to change by ESi.

2.23 “Sub-Administrator” shall mean as set forth in Section 6 of this Agreement.

2.24 “Subscription” means a SaaS based subscription for Client to use and access the proprietary Software, Software Updates, online and/or hard-copy documentation and user guides as set forth in Section 4 of this Agreement and for the Term set forth in Exhibit A.

2.25 “Support Services” means the technical support services provided by ESi pursuant to Section 11, Exhibit B and Exhibit C to this Agreement. May also be referred to as “Software Support Services.”

2.26 “Term” means as set forth in Section 5 of this Agreement.

2.27 "Travel Expenses" means travel, living and out of pocket expenses (including travel agent service fees and applicable internal per diems) incurred by ESi in connection with the performance of Services hereunder, including, without limitation, charges and f ees incurred by ESi resulting from the cancellation/rescheduling of scheduled air travel or similar services based on changes requested by Client to the applicable dates for performance of the relevant Services.

2.28 “User” means an authorized employee, contractor or affiliate of Client to whom Client has provided a user account for the Software; User includes Administrators and Sub-Administrators.

3. Ownership and Licensing Authority.

3.1 Ownership of, and title to, the Software and Documentation shall be held by ESi and its licensor(s) and is protected by United States law and applicable international laws, treaties and conventions regarding intellectual property. ESi and its licensor(s) shall retain all rights, title and ownership not granted herein to all copies of the Software and Documentation provided as part of the Subscription under this Agreement. “WebEOC” is a registered trademark of ESi Acquisition, Inc., all rights reserved.

3.2 ESi is authorized to redistribute , license and/or provide subscriptions to any third-party software delivered with the Software and Documentation provided under this Agreement. The owner of such third- party software shall have the right to enforce this Agreement to the extent permitted by applicable law.

4. Subscription. ESi grants to Client, and Client accepts, subject to the following terms and conditions and payment of the applicable Fees, a limited non-exclusive, non-transferable, and non-sublicensable revocable term Subscription according to the terms stated herein, to use and access the Software and Documentation for the stated Term. Except as expressly authorized in this Agreement, Client shall not rent, lease, loan, sell, sublicense, distribute, transfer, copy, reproduce, display, modify, provide commercial hosting services, time share or dispose of the Software or Documentation or any part thereof, use the Software to provide any services to third parties or otherwise use the Software and Documentation to generate commercial revenue.

5. Term. The “Term” of this Agreement shall commence on the Effective Date (as defined on page 1) of this Agreement and shall continue through the sooner to occur of: (i) termination of this Agreement pursuant to the terms hereof, or (ii) expiration of the “Term” of the Subscription to the Software as set forth in Exhibit A (Exhibit A is herein incorporated and made part of this Agreement by this reference).

6. Permitted Uses. Client’s, and its User’s, access and use of the Software shall be limited and subject to the following terms and conditions:
a. One (1) Instance of the Software on one (1) Machine. As used herein, “Machine” means a single laptop, personal computer or web server, or a combined web and database server or multiple load - balanced web servers, configured to point to a single database and database server that is used operationally or “in production” (“Instance”).
b. Client may use the Software and Documentation solely for Client’s internal business purposes. c. Client also may make one (1) copy of the Software for back-up or archival purposes. d. Client also may use the Software to support “non-production” software development cycle activities if a non-production Subscription is purchased, as set forth in Exhibit A hereto. e. If Client requires or desires operational use of more than one Instance of the Software, an additional Subscription Fees shall be required.
f. The Client’s storage capacity is set to the maximum as set forth on Exhibit A hereto. ESi shall have the right to conduct regular audits of Client compliance with the storage capacity permitted under this Agreement. In the event Client’s storage usage exceeds such capacity, Client will receive a warning Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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notice (via email being sufficient) from ESi and Client shall promptly remove the excess data from the Hosted System (as defined on Exhibit D) causing the capacity excess or Client shall promptly purchase from ESi additional storage capacity in sufficient quantity at ESi’s then current rates for such additional storage; provided, however, if Client does not either remove such data or purchase the additional storage capacity within the time period specified in the warning notice (if no time period is specified in the notice, then thirty (30) calendar days shall apply), then ESi shall be entitled to delete the Client’s Data within the Hosted System on a first in-first out approach, without any liability to ESi.
g. The Subscription is on a named and Active User basis. Each Administrator, Sub-Administrator, and User shall have a unique user account. User accounts , usernames and passwords shall not be shared. There shall be no limitation on how many User accounts that Client may create; however, Client may only provide access to the number of Administrators, Sub -Administrators, and Active Users set forth in Exhibit A to this Agreement. Active User counts are based on the number of unique logins each calendar month. ESi shall have the right to conduct regular audits of Client compliance with the number of Active Users permitted under this Agreement. Client agrees to provide ESi with the information required, if any, for ESi to complete such audits. Such audits shall be conducted at ESi expense. Client shall not have the number of Active Users restricted during the term of Agreement; however, Client shall be in violation of Active User limits if the number of Active Users during any month covered by the audit is greater than the number of Active Users permitted in Exhibit A. Client shall be given reprieve or “forgiveness” for the first Active User limit violation in a contractual year period; however, all additional violations shall incur additional fe es. Clients that incur the additional fees for Active User limit violations may elect to either (a) pay the difference in their current user level and the appropriate user level plus a 20% convenience fee for each month in which the Active User limit was exceeded; (b) immediately increase the Active User count to the appropriate level and pay the pro-rata difference between the subscriptions plus a 10% convenience fee within 30 days of the increase; or (c) immediately increase the Active User count to the appropriate level but pay the pro-rata difference between the subscriptions plus a 10% convenience fee, plus late fees as defined in Paragraph 16 upon subsequent renewal term. h. Administrators, Sub-Administrators, and Users shall have different rights to access the Software as follows:
i. Administrators may access all features of the Software. Certain features of the Software may only be accessed by named users who are granted status as an Administrator (“Administration Tools”). Administration Tools include , without limitation, the following :
creation and administration of user accounts; creation and subsequent editing of incidents; software configuration; use of the WebEOC BoardBuilder tool; installation and administration of board sets, plug -ins, modules, interfaces and Software Updates; a nd access to the Software’s Application Programming Interface. ii. “Sub-Administrator” is a subset of Administrator Users as set forth in this subsection (ii) and such Sub-Administrators are only active if set forth on Exhibit A to this Agreement and if Client has subscribed to the WebEOC Enterprise Software . Sub-Administrator rights also shall be available solely to support management of Sub-Organizations. Sub-Administrators may access the following Administration Tools: creation of user accounts; management of user accounts including definition of roles and permissions; and creation and subsequent editing of incidents. Maintenance of Sub-Administrator rights requires the purchase of an annual “Enterprise” Software Support Plan . If Client elects to discontinue the required Software Support Plan , access to Sub-Administrator features and any other benefits of Enterprise which ESi may elect to make available from time to time shall be discontinued. iii. Users may not be granted access to any Administration Tools, except that Administrators may grant designated Users rights to create or edit incidents and to add or edit maps in MapTac™.
i. Except where otherwise provided in this Agreement, rights to access and use Administrative Tools are given exclusively to the Client and Client may not grant such rights to any third party. j. Client may provide its consultant(s) or independent contractor(s) with access to the Software and Documentation, provided that such consultants or independent contractors are using the Software and Documentation exclusively for the benefit of the Client. Client shall be responsible for compliance by its consultants and independent contractors with the terms and conditions of this Agreement. k. If Client has subscribed to the WebEOC Enterprise Software or the WebEOC Professional Software, then Client may use the WebEOC BoardBuilder tool and, if subscribed to, the DesignStudio® solution, to copy, modify and create forms and templates (“Status Boards”) and Client may distribute, in printed form or as electronic media, the Status Boards to Client’s authorized users, provided that such Status Boards are used exclusively for the internal business purposes of Client. Status Boards shall be considered De rivative Work(s) of the Software and Client shall not sell, resell, license or Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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otherwise transfer for value any Derivative Work(s) created using the WebEOC BoardBuilder tool or the DesignStudio® solution , and Client shall not distribute such Derivative Work(s) as part of any product or service for value to any third party. Any Derivative Work(s) prepared by Client shall remain subject to the terms of this Agreement and shall clearly display the following copyright notice to properly acknowledge the proprietary rights of ESi and its third -party licensors: “This work includes the intellectual property of ESi Acquisition, Inc. and its licensors and is provided under subscription/license. Copyright © 2002 -2024, ESi Acquisition, Inc. and its licensors. All rights reserved.”
l. Client may, at its option and according to the terms of the ESi standard price list, obtain a Disaster Recovery Software Subscription to support replication of an active, source server to one or more redundant (“Target”) servers which may be placed in use to support disaster recovery or fail -over activities. A Disaster Recovery Software Subscription is required for each Target server. A Disaster Recovery Software Subscription may be used to operate an “in production” instance of the Software only when the source server is inactive or inoperable; only one Instance of the Software shall be active at any one time. Client is not required to obtain additional subscriptions for Software plug-ins, modules or interfaces installed on a redundant non-production Instance. m. Permitted uses of WebEOC Fusion Software vary from the terms set forth in subsection (a) through (l) of this Section 6; in the event Client has purchased WebEOC Fusion Software, this subsection 6(m) shall apply: Client may install and place in production one (1) copy of WebEOC Fusion Software on one (1) source server and one (1) target server. Client may make one (1) copy of the WebEOC Fusion Software for back-up or archival purposes, or Client may install a second copy of the WebEOC Fusion Software on a second Machine if only one (1) copy of the WebEOC Fusion software is in use at any one time. There is no limit to the number of the Subscription Instances of WebEOC Fusion Software® (or number of WebEOC Fusion Software clients) which may be connected by a single instance of WebEOC Fusion Software, provided that (i) only the Client of the WebEOC Fusion Software has administrative privileges and administrative access to the WebEOC Fusion Software and (ii) the Client has paid to ESi all applicable connection fees. n. A high-speed Internet connection is required for proper transmission of the Client Data into the Hosting Services and Software . Client, at its sole cost and expense, is solely responsible for procuring and maintaining the network connections that connect the Client network to the Hosting Services and Software, including, but not limited to, "browser" software that supports protocols used by ESi, and to follow procedures for accessing services that support such protocols. ESi is not responsible for notifying Client and its Users of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by ESi. ESi assumes no responsibility for the reliability or performance of any connections as described in this subsection.
o. Client and its Users agree to not : (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Software and Hosting Services available to any third party, other than authorized Users in furtherance of Client’s Internal Business Purposes as expressly permitted by th is Agreement; (ii) use the Software and Hosting Services to process data on behalf of any third party other than Client; (iii) modify, adapt, or hack the Software and Hosting Services, or otherwise attempt to gain unauthorized access to the Software and Hosting Services or related systems or networks; ( iv) falsely imply any sponsorship or association with ESi, (v) use the Software and Hosting Services in any unlawful manner, including but not limited to violation of any person's privacy rights; (vi) use the Software and Hosting Services to send unsolicited or unauthorized junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited messages; (vii) use the Software and Hosting Services to store or transmit files, materials, data, text, audio, video, images, or other content that infringes on any person's intellectual property rights; (viii) use the Software and Hosting Services in any manner that interferes with or disrupts the integrity or performance of the Software and Hosting Services and its components; ( ix) attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any software making up the Software and Hosting Services ; ( x) use the Software and Hosting Services to knowingly post, transmit, upload, link to, send, or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; ( xi) use the Software and Hosting Services to store or transmit any "protected health information" as that term is defined in U.S. 45 C.F.R. 160.103 or “personal data” as that term is utilized in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); (xii) use the Software and Hosting Services to knowingly post transmit, upload, link to, send, or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; or (xiii) try to use, or use the Software and Hosting Services in violation of this Agreement.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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p. Communication Notifications.
i. Client acknowledges that all content, data, text, messages and other material (“Content”) contained in a voice, text, e -mail, Short Message Service (“SMS”), or other telephonic or electronic communication or notification, including without limitation prerecorded and artificial voice and autodialed messages sent by Client or its Users through the Services, Software, and/or Hosted Services (such communication or notifications collectively referred to hereinafter as “Communication Notification”) are the sole responsibility of Client. Under no circumstances will ESi or any of its providers be responsible for any loss, damage, or liability arising out of the Content or any Communication Notification, including without limitation any mistakes contained in the Content , the use, transmission or delivery of the Content, or any service outages or transmission delays . Without limitation, Client acknowledges that Client, and not ESi, is solely responsible for the timing, integrity, quality, legality, and all claims, liabilities, and other effects resulting from any Content or Communication Notification.
ii. Client agrees not to use the Services, Software, and/or Hosted Services to send any unsolicited Communication Notification in which the recipient has not expressly consented to receive the message (“consentless messages”) , except that this provision shall not restrict Client’s ability, if acting as a government agency, to send IPAWS and emergency messages as permitted under law and subject to all the other terms and conditions of this Agreement. Client also certifies that it will not send or target any Communication Notification on the basis of any rented or purchased lists, email append lists, “scraped” lists, or any other list that contains contact information captured in any other method than opt -in. Client will not send any Communication Notification unless (a) the recipient of the message is an employee of Client sending the message, (b) is using a device owned or paid for by Client sending the message, (c) using a personal device and the User has given Client permission to communicate with them via the device, or (d) Client has obtained adequate “opt-in” consent from the User. Client acknowledges that it is Client’s sole responsibility to obtain prior consent from its Users or obtain other legal authority prior to sending any SMS or voice call.
iii. Client represents, warrants, and covenants that:

1. Client’s provision of data to ESi complies with applicable laws and is legally sufficient to enable ESi’s provision of services on Client’s behalf, including all use and sharing of data contemplated hereunder and in connection the Services, Software, and Hosted Services;

2. Client has, as required by law , (i) provided notices to and (ii) collected consents from each individual messaging recipient, and, for each of (i) and (ii), such notices and/or consents are legally sufficient to enable transmission and all other messaging (including without limitation any prerecorded or autodialed messages) to or from each individual through the Services, Software, and Hosted Services;

3. Client will only send or cause to be sent Communication Notifications in accordance with this Agreement and law;

4. Client will ensure that any phone numbers to be called or messaged via Communication Notifications exclude emergency numbers and other numbers that may not be called under law; and

5. Client will ensure that Content and Communication Notification s which Client sends or causes to be sent fully comply with all law, including without limitation all international, U.S. federal, state, local, provincial and other law, and including without limitation the General Data Protection Regulation (“GDPR), the Fair Debt Collection Practices Act (“FDCPA”), Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule (“TSR”), Controlling the Assault of Non - Solicited Pornography And Marketing Act (“CAN -SPAM”), the Federal Trade Commission Act, Federal Trade Commission guidance and regulation, the Health Insurance Portability and Accountability Act, state laws governing consumer privacy and rights, and all implementing guidance and regulations under the foregoing.
iv. Client further represents, warrants, and covenants that it will not:

1. violate any regulation of the U.S. Securities and Exchange Commission or any stock exchange, infringe any third party intellectual property rights, invade another’s right to privacy, or violate any privacy laws, privacy policies of Client or any other third parties or do anything that would justify a complaint to the Federal Communications Commission;
Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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2. engage or facilitate any illegal, unethical, deceptive or misleading practices in connection with the use of the Services, Software, and Hosted Services, including, but not limited to, creating a false identity or forged email, phone or message header or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;

3. use the Services, Software, and/or Hosted Services in connection with any junk email, junk phone messages, misinformation campaign, spamming or any unsolicited messages (commercial or otherwise);

4. transmit, or allow any third parties to transmit, Content or other material with or through the Services, Software, and /or Hosted Services which: (i) is defamatory, libelous, obscene, pornographic or is harmful to minors; (ii) promotes violence, discrimination, or illegal activities; (iii) contains viruses, worms, cancelbots or any other harmful code or computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications equipment; and/or (iv) contains sensitive financial or identifying information (including government - identification numbers); (v) is targeted or aimed at children under the age of 13; or (vi) is not properly licensed or authorized;

5. violate any law, statute, ordinance or regulation, (including without limitation the laws and regulations governing export control);

6. use the Services, Software, and/or Hosted Services to develop a competitive service, create derivative works, reverse engineer, disassemble, decompile, make unauthorized copies, or circumvent any controls;

7. use the Services, Software, and/or Hosted Services except for Client’s own internal purposes;

8. resell, sublicense or timeshare the Services, Software, and Hosted Services;

9. utilize the Services, Software, and/or Hosted Services on behalf of anonymous third parties;

10. use the Services, Software, and/or Hosted Services to carry messages for or connect with emergency services personnel or public safety answering points (such as 911);

11. use the Services, Software, and/or Hosted Services in hazardous environments or to support critical systems, including situations where high availability or reliability is required to preserve human life or property (such as the operation of nuclear facilities, aircraft navigation, or any other use that may result in foreseeable risk of injury, death, or destruction of property);

12. use the Services, Software, and/or Hosted Services for any surveillance purposes;

13. use the Services, Software, and/or Hosted Services to process any biometric data;

14. use the Services, Software, and/or Hosted Services to record audio, except in compliance with all applicable laws, including proper notice and consent which Client shall be solely responsible for obtaining; and

15. use the Services, Software or Hosted Service, including the transmission of Communication Notifications, in a manner that fails to comply with the following third party terms and conditions applicable as agreed by ESi , as now or in the future existing:
(a) Twilio Agreement (https://www.twilio.com/en-us/legal/tos) (b) Twilio Acceptable Use Policy (https://www.twilio.com/en- us/legal/aup)
(c) Twilio Documentation (https://www.twilio.com/docs), and (d) Twilio Data Protection Addendum (https://www.twilio.com/en- us/legal/data-protection-addendum).
(e) Amazon Service Terms (https://aws.amazon.com/service-terms/) v. Client acknowledges and agrees that ESi utilize s third party internet, mobile, telecommunication providers to provide the Services, Software and Hosted Services, including Communication Notifications , including AWS and/or Twilio, Whispr , or Rave .

Client will not cause ESi to become non -compliant with any such third party restrictions regarding the content, delivery, or timing of Communication Notifications. Client acknowledges and agrees that its continued use of the Services, Software, and/or Hosted Services may be subject to additional acceptable use, anti -spam, or technical use policies made available to Client by ESi. Client acknowledges that ES i services may become unavailable if ESi agreements with its third party mobile carriers, telecommunication carriers and companies, internet service providers, service providers and/or our or their designees or service partners become terminated or expired.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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vi. Client acknowledges and agrees that violations of any law or condition set forth herein may result in immediate suspension or cancellation of the Services in order to protect ESi’s ability to deliver Services, Software, and Hosted Services. ESi may immediately suspend, limit or terminate the availability of the Services, Software, and/or Hosted Services (and any elements and features of them), in whole or in part, for any reason, in ESi’s sole discretion, and without advance notice or liability, including without limitation in circumstances where:
(i) one of ESi’s third party internet, mobile, telecommunication providers directs ESi to suspend, limit or terminate services; or (ii) where Client fails to provide evidence, upon request, of Client compliance with law or related text messaging practices (such as consent collection and management processes). Though it is not required to do so, ESi may at its sole discretion determine whether a Communication Notification meets acceptable criteria and will be uploaded to the Software. Client agrees that it will not construe any such determination by ESi as legal or other advice to Client. vii. Client expressly acknowledge s and agree s that ESi, third party mobile carriers, telecommunication carriers and companies, internet service providers, service providers and/or our or their designees or service partners are each authorized to monitor Client’s use of messaging services for fraud, abuse or non-compliance with law or their policies, and to take steps in their absolute and sole discretion, and without liability to Client, to prevent or limit such activity as assessed by them. Client agrees to cooperate and comply at Client’s sole expense with any audit or informational requests from ESi, third party mobile carriers, telecommunication carriers and companies, internet service providers and our or their auditors, designees or regulators, to audit, review, or gather information about Client’s use of ESi’s Services, Software, and Hosted Services , including to demonstrate Client’s compliance with applicable law. Client specifically understands and agrees that Client’s continued use of the Services, Software, and/or Hosted Services may be subject to Client’s provision of information, including in a form required by ESi, regarding the specific notice, consent, messaging content, recipient list, and other details of Client’s planned and other messaging campaigns. ESi may share such inf ormation with third parties, including third party mobile carriers, telecommunication carriers and companies, internet service providers and our or their auditors, service providers, designees or regulators, including in connection with reviews for compliance or best practices.
viii. Notwithstanding that ESi may offer or provide template notices, consents, or other materials supporting Client messaging, or may facilitate or conduct reviews of Client’s messaging practices, Client acknowledges and agrees that ESi is not and shall have no responsibility to advise or ensure that Client’s use of ESi services, including Communication Notification, complies with law. ESi does not provide legal advice. If using any artificial intelligence - related service or functionality available via the Services, Software and Hosted Services , Client acknowledges that it is solely responsible for all use or reliance (including action or inaction) with respect to the same. You are responsible for notifying us in the event that any content stored by artificial intelligence-related service or functionality must be deleted under applicable law.
ix. Client hereby acknowledges that ESi merely provides Software for facilitating the sending of Client’s Communication Notifications, and that Client shall have sole responsibility and liability for its messages and communications. Delivery, delivery timing, and deliverability of e-mail, voice notifications, and text/MMS/SMS messages are not guaranteed by ESi and may be impacted by third party internet, mobile or telecommunication carriers, service providers and/or their designees or service partners.
x. As between Client and ESi, Client affirms that it is solely responsible for complying with all laws, rules and regulations, including maintaining an accurate record of the status of a recipient’s consent, revocations of consent, and any Do Not Call obligations, including the language consented to and the date of consent and revocation, if applicabl e, and all such records will be retrievable. Upon request by ESi, Client will provide proof of any such recipient consent status.
xi. Client also agrees to defend, indemnify and hold harmless ESi and its employees, affiliates, agents, attorneys, and officers from and against any and all claims or damages which may result from the Client and its Authorized Users use of the Services, Software, and Hosted Services, including, but not limited to, claims, damages, liabilities, fines, assessments, penalties, suits, fees, judgments, costs, expenses (including attorneys’ fees) (collectively, “Losses”) as well as inquiries and investigations by lo cal, state and federal regulators.

Without limitation, Client’s obligation to defend, indemnify and hold harmless under the previous sentence shall extend to all Losses resulting from or relating to any and all of Client’s actions which constitute a failure to comply with this Section p, including without Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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limitation a failure to comply with the TCPA and its implementing regulations, as well as any applicable federal or state law requirements in conjunction with the use of the Services, Software, and/or Hosted Services provided under this Agreement. ESi may assume control of the defense with counsel of its choice immediately upon written notice to Client. Client agrees to participate with ESi as requested and at Client’s own expense in any litigation, investigation or regulatory act ion impacting ESi that aris es under or relates to Losses resulting from or relating to Client’s use of Services, Software, and/or Hosted Services to send Communication Notifications.
xii. If Communication Notifications are included in the Fees set forth on Exhibit C, such Fees are for Communication Notifications to U.S. based telephone numbers only; ESi will invoice Client, and Client shall pay such invoice, for any Communication Notificati ons sent to telephone numbers that are not U.S. -based. Additionally, each subscription of WebEOC Alerts is allocated a defined number of Message Credits that can be used for SMS notifications and voice calls, to be noted on Exhibit A, Exhibit C, and/or other documentation contemporaneously with this Agreement. If Client exceeds the allotment of Message Credits without purchasing a n additional Message Credit Bundle, an overage penalty will be charged at the rate of $0.06 per Message Credit used for US-based telephone numbers.

ESi shall invoice as appropriate for international telephone numbers. xiii. Client shall promptly pay additional fees, including reimbursements to ESi, not otherwise reflected in this agreement or its exhibits which may now or in the future be charged by internet, mobile or telecommunication carriers, regulators, taxing authorities, service providers and/or their designees or service partners in connection with the delivery of Communication Notifications.
q. As part of its Services, Software and Hosted Services, ESi may provide or make available certain messaging features that permit communications between end users, such as the “JX® Collaborate” messaging feature, or similar features as may become available in the future (such features collectively, “Messaging Features”) . Client u nderstands and agree s that it, not ESi , is solely responsible for the configuration and use of Messaging Features by its end-users in compliance with law. Client further understand s and agrees that c ommunications through Messaging Features may be stored and shared real -time with Juvare and its providers. Client will provide notice and obtain appropriate consent from its end-users having accessing to Messaging Features sufficient to legally enable the utilization of such Messaging Features by Client and its end-users. r. As part of its Services, Software and Hosted Services hosted by ESi or its providers, ESi may deploy user monitoring, analytics, and session replay tools. These tools help ESi to understand how users experience its platform and can be used for other purposes such as troubleshooting, security monitoring, and to customize and enhance services. You understand and agree that ESi may use such tools, including storing and sharing information real-time from such tools about your end-users’ use of ESi services with ESi and its providers. Client will provide notice and obtain appropriate consent from its end-users accessing Services, Software and Hosted Services hosted by ESi or its providers sufficient to legally enable the utilization of such user monitoring, analytics, and session replay tools.

7. Protection of Software. Client agrees to take all reasonable steps to protect the Software and Documentation from unauthorized copying or use. The Software source code represents and embodies trade secrets of ESi and/or its third-party licensors. The Software source code and embodied trade secrets are not licensed to the Client. Client agrees not to disassemble, decompile or otherwise reverse engineer the Software, use reflection or other mechanism to view, interpret, translate or try to understand the structure of the Software, or otherwise attempt to discover the source code and/or the trade secrets contained in the source code, and Client will not allow third parties to do so. Client may not, nor allow third parties to, modify or alter the Software in any way.

8. Confidentiality.

8.1 Confidential Information Defined . During the Term of this Agreement and in connection with each party’s performance of their respective duties and obligations hereunder and thereunder, each party will disclose to the other (“ Discloser”) and the other party shall receive (“ Recipient”) certain Confidential Information of the Discloser. The term “Confidential Information” shall mean any and all information that the Discloser discloses to the Recipient in connection with or related to this Agreement, whether disclosed verbally, electronically, visually, or in a written or other tangible or intangible form, including, but is not limited to, trade secrets, pricing information, terms of this Agreement, customers, customer lists, intellectual property, computer programs, software, documentation, formulas, data, inventions, techniques, financial, marketing or product development plans, personnel, audit results, designs, performance data, as to ESi, the ESi Technology and any other deliverables (including, without limitation, data, information, computer code and Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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reports) provided in connection with the Software, and, as to Client, the Client Data, as well as any other information that the Discloser clearly communicates to the Recipient as confidential.

8.2 Duties with Regard to Confidential Information . The Recipient agrees that it will only use the Discloser’s Confidential Information in the performance of its obligations hereunder or as otherwise expressly provided in this Agreement, and that it will only disclose the Discloser’s Confidential Information only to those of its directors, officers, employees, consultants, agents, independent contractors, and professional advisers who need to know such information and who are subject to written agreements with the Recipient sufficient to enable the Recipient to require such persons to comply with the Recipient’s confidentiality obligations hereunder. The Recipient agrees that it will treat all of the Discloser’s Confidential Information with the same degree of care (but no less than reasonable care) as it accords its own confidential information.

Notwithstanding the foregoing or ESi’s obligations elsewhere in this Section, Client understands that ESi does not require any information for the performance of Services hereunder, and that ESi cannot guarantee the security of Client Information when added to the Juvare Exchange®, stored on Client’s applicable equipment and hardware or transmitted or accessible when using the internet or other services providers. Absent gross negligence or willful misconduct, ESi shall not be liable or responsible to Client or any other party for any losses, damages, claims, costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of information stored by Client on the System, including, without limitation, within the Juvare Exchange, or while such information is transmitted or accessible through the Software, the internet, or services providers. Additionally, absent gross negligence or willful misconduct, ESi shall not be responsible for any breach of security or confidentiality caused by Client’s failure to maintain the confidentiality and control of its user identification numbers or passwords related to its use of the Software provided hereunder.

8.3 Exclusions from Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Recipient or its personnel; (b) has been or is obtained by the Recipient from an independent source without accompanying obligations of confidentiality; (c) is independently developed by the Recipient without reliance in any way on the Discloser’s Confidential Information; or (d) has been approved for unrestricted release by the Discloser in writing. Additionally, the Recipient may disclose the Discloser’s Confidential Information where the Recipient is required by law to disclose information that is otherwise Confidential Information, provided (to the extent not prohibited by law ) the Recipient has first notified the Discloser in writing as soon as is commercially reasonable of such requirement to disclose the Discloser’s otherwise Confidential Information in order to permit the Discloser to seek co nfidential treatment of such information. With respect to any disclosure made pursuant to this Section, the Recipient (or any of its Representatives) agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is necessary under applicable law. Additionally, Client agrees to reimburse ESi at its then current hourly rate for such services for the number of hours spent by ESi responding to legal requests for Client Information in ESi possession.

8.4 Protection of Confidential Information . Notwithstanding the “Dispute Resolution” Section of this Agreement, the Recipient acknowledges that the Discloser shall have the right to take all reasonable steps to protect the Discloser’s confidential and proprietary interests, including, but not limited to, injunctive relief in a court of law or equity and any other remedies as may be available at law or in equity in the event the Recipient does not fulfill its obligations under this Section.

8.5 Survival of Confidentiality Obligations . Each party’s obligations of confidentiality pursuant to this Section for all Confidential Information disclosed between the parties during the term of this Agreement shall survive the expiration or termination of this Agreement as follows: (i) for Confidential Information consisting of trade secrets, for so long as such information remains a trade secret of the Discloser or for five (5) years following the expiration or termination of this Agreement, whichever is lon ger, (ii) for Confidential Information consisting of the Discloser’s customer information or ESi’s suppliers’ information, indefinitely, and (iii) for all other Confidential Information, for five (5) years following the expiration or termination of this Agreement.

8.6 Termination of This Agreement. Upon termination of this Agreement or upon the Discloser’s written request, the Recipient agrees to terminate all use of the Discloser’s Confidential Information and to either return to the Discloser all copies of the Discloser’s Confidential Information in its possession or under its control or to provide the Discloser with a written notice from one of the Recipient’s authorized representatives certifying that all copies of the Discloser’s Confidential Information in the Recipient’s possession or control have been destroyed; provided, however, the Recipient may (at its option, but not its obligation) keep a copy of the Discloser’s Confidential Information in its archives, and the provisions of this Section shall continue with respect to such Confidential Information. Notwithstanding the foregoing, in no event shall any Client Confidential Information, including, without limitation, the Client Data, that is entered into or shared in the Juvare Exchange be returned to Client or removed from the Juvare Exchange ; Client understands and acknowledges that any Client Confidential Information, including, without limitation, the Client Data, entered into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held confidential.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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9. Proprietary Interests. The Software and Documentation, and all copies thereof, shall remain the exclusive property of ESi and/or its third-party licensors. All applicable rights to copyrights, trademarks, logos, patents and other intellectual property shall remain vested in ESi and/or its third-party licensors. Client shall not claim, register, alter or modify, any interest in such copyrights, trademarks, patents or other intellectual property, nor shall Client attempt to do any of the foregoing. Client shall not translate any of the ESi trademarks into any other language or alphabet. Notwithstanding the foregoing, Client shall always have title to data input and output arising out of the use of the Software, and any computer programs developed by or for Client using output of the Software as input to another source, and which do not include any logic and code of the Software, and such shall remain the exclusive property of the Client. Client acknowledges and agrees that ESi may seek equitable relief at any time to remedy a violation or threatened violation of the restrictions set forth herein regarding the use and protection of the Software and Documentation.

10. Copying of Documentation. Client may make as many copies of the Documentation as necessary for Client’s internal purposes, provided the Client shall not modify or alter the content or appearance of the Documentation, modify or alter the appearance of any ESi trademark or logo in the Documentation, or eliminate any references to ESi, WebEOC or other ESi Software in the Documentation and provided that the Client shall reproduce and distribute the ESi copyright and notices page contained in the Documentation with all such copies and maintain the confidentiality of the copies and destroys or returns such copies in accordance with Section 8 (Confidentiality) above.

11. Support Services. During the Term of this Agreement and provided Client is not in violation of this Agreement (including, without limitation, paying for the Subscription Fees), ESi will provide Support Services (all as further defined in Exhibit B hereto; Exhibit B is herein incorporated and made part of this Agreement by this reference) for the Software during the Standard Business Hours consisting of the following: (i) ESi will use reasonable efforts to maintain the Software to comply with the applicable Documentation in all material respects, and (ii) if and when made generally availabl e through Support Services to ESI’s other customers receiving Support Services, providing subsequent releases and versions of the Software for use consistent with ESI’s then current policies. All Software Updates received by Client shall be subject to the terms of this Agreement.

Support Services shall not include, and ESi shall not be responsible for, failures of the Software to perform consistent with the Documentation, specifications, requirements and other details set forth in Exhibit A or any subsequent amendments or quotes hereto in all material respects resulting from or caused by Client, Client’s hardware and equipment, Client’s connection to the Software, third party service providers, including, without limitation, communications services providers, or otherwise disclaimed elsewhere in this Agreement.

12. Hosted Services. During the Term of this Agreement and provided Client is not in violation of this Agreement, ESi will provide Hosted Services, as set forth in Exhibit D hereto, for the Software during the Standard Business Hours. Exhibit D is herein incorporated and made part of this Agreement by this reference.

13. Consulting Services. ESi will perform the Consulting Services set forth in any Exhibit or Statement of Work between the Parties in accordance with the terms within the applicable Exhibit and/or Statement of Work, for the Fees for such professional services as set forth in such Exhibit or Statement of Work. Each attachment for Consulting Services will include details that: (A) best utilizes the Consulting Services purchased and/or (B) identifies the date of achievement of mutually agreed to milestones tied to the deployment of the Subscription(s) and/or Service(s).

14. Warranty.

14.1 Warranty by ESi. For new Software provided pursuant to the Subscription purchased by Client pursuant to this Agreement (for instance, merely adding additional User s to the Subscription for use with the Software would not be considered new Software), ESi warrants that, for a period of sixty (60) days from the Installation (the “Software Warranty Period”), the Software, when used in accordance with the applicable Documentation and this Agreement, will perform in compliance with the specifications for such Software as set forth in the Documentation in all material respects. In the event the Software fail s to perform as warranted herein during such Software Warranty Period, and ESi receives written notice of such failure from Client following the first occurrence of such failure (and in all events prior to the expiration of the Software Warranty Period):
a. ESi shall use all reasonable efforts to correct any reproducible error condition reported to ESi in such written notice during the Software Warranty Period as soon as reasonably possible (not to exceed 45 days) following receipt of such written notice;
b. if ESi is unable to resolve such failure to comply with the warranty as provided above through either a correction or reasonable work around, Client may terminate the applicable order only (in its entirety) without penalty or liability for any amounts payable (other than charges and fees incurred prior to the Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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effective date of such termination) on written notice to ESi that is received by ESi within 3 business days of the expiration of the 45 day “cure period” for any failure to comply with the warranty, and ESi shall, within thirty (30) days following the effective date such termination, refund to Client the pre- paid unused amounts paid by Client pursuant to the terminated order during the 60 day period prior to the effective date of such termination. Additionally, to the extent not already waived or expired as provided above, all rights of termination by Client pursuant to this Section shall expire to the extent ESi has not received a written notice of termination pursuant to this Section prior to the expiration of the Software Warranty Period;
c. In the event of termination of an order as provided in this Section, Client shall not be obligated to pay any additional charges or fees payable pursuant to such terminated order for the period after the effective date of such termination; and
d. The limited warranty provided hereunder (including ESi’s obligations to restore Software and provide corrections and Client’s rights of termination pursuant to this Section) shall not apply to Software to the extent it has been modified by other than ESi (or its contractors or agents), modified at Client’s request, or not used in accordance with the requirements of this Agreement, the Documentation, specifications, and the Quotes or order forms. ESi does not warrant that the Software will operate uninterrupted or error free, that all errors can be corrected, or that it will satisfy Client’s requirements.

This Section sets forth Client’s sole and exclusive remedy, and ESi’s entire liability, for the failure of the Software to satisfy the warranty described in this Section. Any refunds pursuant to this Section shall be applied against any limitations of liability set forth in this Agreement.

ESi shall have no obligations pursuant to this Section for claims under this Section for which Client does not provide ESi written notice prior to the expiration of the Software Warranty Period.

In addition to the terms above, any termination of an initial Quote or Order pursuant to this Section shall also terminate this Agreement.

14.2 Warranty by Client. Client represents and warrants that (a) the performance of its obligations and use of the Software by Client and its Users, including, without limitation, any Administrators or Sub - Administrators, if any, will not violate any applicable laws or regulations, ESi’s rules and regulations or cause a breach of any agreements with any third parties; (b) it will not interfere with ESi’s systems or the use of any services or systems by other ESi’s clients; (c) it will not provide or enter any Client Information or Client Data into the Software or Systems that may or does contain protected health information under Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (d) it will not provide or enter any Client Information or Client Data into the Software or Systems that may or does contain personal data as regulated by the General Data Protection Regulation 2016/679 (the “GDPR”); and (e) it will not send any notifications, be it SMS, email, text, pager alerts, phone calls, using the Software or Systems with out obtaining the consent of any User or recipient as required by applicable laws, statutes, or regulations . In the event of any breach of any of the foregoing Client warranties, in addition to any other remedies available at law or in equity, ESi will have the right, in its sole reasonable discretion, to terminate or suspend immediately any related Software if deemed reasonably necessary by ESi to prevent any harm to ESi, its Clients and/or its business. ESi will provide to Client notice (email being suffi cient) of such termination or suspension of the Software and, in ESi’s sole discretion if an opportunity to cure the breach if practicable depending on the nature of the breach , ESi may provide the Client with an opportunity to cure such breach and if cured, in ESi’s full satisfaction, ESi may restore the Software or access to the Software.

15. Disclaimers.

15.1 ESI DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND/OR ACCOMPANYING DOCUMENTATION. NO ORAL OR

WRITTEN ADVICE OR INFORMATION PROVIDED BY ESI OR ANY OF ITS AGENTS, EMPLOYEES OR

CONTRACTORS SHALL CREATE A WARRANTY, AND CLIENT IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. ESI EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR FREE OF ERRORS.

15.2 THE SOFTWARE AND ANY SERVICES THERETO ARE NOT COMPLIANT WITH THE REQUIREMENTS OF THE HIPAA.

15.3 The Software is an information management application. The software is not fault-tolerant and is not designed, manufactured, or intended for use or resale in hazardous environments that require fail -safe performance such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, emergency response, terrorism pre vention or response, life support or weapons systems (collectively “High Risk Activities”), the failure of which could lead to death, personal injury, or severe physical or environmental damage. ESI EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH RISK Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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ACTIVITIES. Client agrees to indemnify, defend and hold ESi, and its affiliates, officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys ’ fees), demands or damages of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in connection with the Client’s use of the Software for High Risk Activities.

16. Fees and Payment Terms.

16.1 Payment; Late Payment. All amounts are due and payable by Client to ESi as set forth in Exhibit C hereto (unless alternative payment terms are mutually agreed up on by the parties). Exhibit C is herein incorporated and made part of this Agreement by this reference.

16.2 Travel Expenses and Additional Charges . To the extent that the Software and services provided hereunder may require ESi to travel, Client shall pay Travel Expenses reasonably incurred by ESi in connection with such travel. ESi shall invoice Client for Travel Expenses on a monthly basis as incurred. Travel Expenses are in addition to any charges set forth in this Agreement or any Quote hereto. Other additional charges may be required should Client elect to: (a) use the Software on more than one (1) Instance; (b) increase the number of named users who may access the Software; (c) increase the number of non-production instances of the Software; (d) additional Software; (e) upon renewal; (f) increase storage capacity; or (g) as otherwise required by the Agreement.

16.3 Renewal Charges. At least sixty (60) days prior to the expiration of the Initial Period (as defined in Exhibit A) or a then current Renewal Period, ESi may notify Client of the current fees for Software and Support Services, and invoice Client for such fees for the Renewal Period so that such amount is due and payable prior to the commencement of such Renewal Period . ESi shall be entitled, in its sole discretion, to increase the fees for the Software and Support Services.

16.4 Suspension of the Software, Services and Support Services. Without limitation as to any other rights or remedies of ESi under this Agreement, ESi reserves the right to immediately suspend Client’s access to and use of the Software and the Services (including, without limitation Support Services) , without notice to Client, if any charges or fees payable to ESi are past due and not paid within the time frame set forth in Section

16.1 or elsewhere in this Agreement or an Exhibit, Statement of Work or Quote hereto, as applicable. Client agrees that ESi shall have no liability to Client, and Client waives any claim or action against ESi in the event of suspension or termination of access to or use of the Software and the Services for Client’s failure to timely pay charges. Client’s payment obligations shall continue during any period of suspension pursuant to this Section.

16.5 Taxes. All amounts charged by ESi are exclusive of , do not include , and Client shall be solely responsible for payment of, all sales, excise, use, value added, withholding, import or other taxes, tariffs and duties which are imposed to the Software and Services by or under the authority of any government or any political subdivision thereof , except for any taxes based upon ESI’s net income, assets or worth. ESI shall invoice Client for amounts it is obligated to collect or is allowed to recover as such taxes, tariffs and duties .

Client’s obligations for the payment of taxes, tariffs and duties payable hereunder shall survive the expiration or termination of this Agreement. If the transaction or the Client is exempt from taxes, ESi will not charge tax provided that Client timely provides ESi with a valid exemption certificate or other evidence of such exemption in a form reasonably acceptable to ESi. To the extent permitted under applicable laws and regulations, ESi will not charge tax on transactions for the electronic delivery of the Software and Services. All payments due from Client shall be made without any deduction or withholding on account of any Taxes, charge or penalty, except required by law, in which case the sum payable by Client from which such deduction or withholding is to be ma de shall be increased to the extent necessary to ensure that, after making such deduction or withholding, ESi receives and retains (free from any liability with respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.

17. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR

ANY EXHIBITS OR ATTACHMENTS HERETO AND TO THE GREATEST EXTENT PERMISSIBLE UNDER

APPLICABLE LAW , NEITHER PARTY (INCLUDING AFFILIATES) SHALL BE LIABLE FOR SPECIAL,

INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT OR ANY EXHIBIT, QUOTES OR ORDERS HEREUNDER (HOWEVER ARISING, UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,

CONTRACT OR STRICT LIABILITY), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR INTERRUPTED

OR DELAYED COMMUNICATIONS, LOST DATA, LOST REVENUE, LOST PROFITS, LOSS OF

TECHNOLOGY, LOSS OF RIGHTS OR SOFTWARE OR SERVICES AND/OR DAMAGES THAT RESULT

FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE

SOFTWARE OR SERVICES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. SUBJECT TO THE FOREGOING AND TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND WITH THE EXPRESS EXCLUSION OF ESI’S INDEMNITY OBLIGATIONS Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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UNDER SECTION 19.1 WHICH SHALL CARRY NO LIMITATION OF LIABILITY , FOR THIS AGREEMENT AND EACH QUOTE FOR SOFTWARE OR SERVICES HEREUNDER, IN NO CASE SHALL ESI’S (INCLUDING ITS AFFILIATES) MAXIMUM AGGREGATE LIABILITY EXCEED TIMES (5X) THE AMOUNTS PAYABLE TO ESI BY CLIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO SUCH CLAIM . THE

PARTIES UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS

AGREEMENT REPRESENTS A REASONABLE ALLOCATION OF RISKS, AND EACH PARTY EXPRESSLY CONSENTS TO SUCH ALLOCATION. ESI SHALL HAVE NO LIABILITY OF ANY KIND IN THE EVENT CLIENT’S RECORDS OR OTHER DATA SUBMITTED FOR PROCESSING ARE LOST OR DAMAGED.

18. Termination.

18.1 Termination for Cause . This Agreement or any Exhibit or Quotes hereto may be terminated as follows:
a. by ESi upon the breach by Client of any of its payment obligations under this Agreement or any Quote or Exhibit hereto, which breach has not been cured within five (5) days after Client has received written notice thereof,
b. by one party upon the breach by the other party of any of such other party ’s material obligations under this Agreement or any Quote or Statement of Work hereto that has not been cured within thirty (30) days after the breaching party has received written notice thereof (provided, however, that there shall be no cure period in the event of a breach by Client of its obligations related to ESi’s intellectual property), or
c. by ESi if all or a substantial portion of the assets of Client are transferred to an assignee for the benefit of creditors or Client files or has filed against it a petition for liquidation under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days.

If the basis for termination for cause applies only to a specific Quote or Statement of Work, the non-breaching party may elect to terminate only the affected Quote and associated Statement of Work, in which case this Agreement and other Quotes will remain in full force and effect. A breach of the terms of this Agreement or a Quote by a User shall be deemed to be a breach of the terms of this Agreement by Client.

18.2 Effective Date of Termination for Cause . Termination for cause based upon 1 8.1(a) above shall be effective on the 6th day after Client received the original written notice of breach if cure is not made or if some interim arrangement has not been reached between the parties (and agreed in writing) during the five (5) day cure period. Termination for cause based upon 1 8.1(b) above shall be effective on the 31 st day after the breaching party received the original written notice of breach if cure is not made or if some interim arrangement has not been reached between the parties (and agreed in writing) during the thirty (30) day cure period; provided, however, if a breach under 1 8.1(b) is not subject to cure (e.g., disclosure of a party’s Confidential Information), termination for cause is effective immediately upon the party providing written notice of termination to the breaching party consistent with the notices provision of thi s Agreement. Termination for cause based upon 1 8.1(c) above shall be effective immediately after the assignment for benefit of creditors has been made or the filing of a petition for liquidation under bankruptcy or other insolvency la ws and such have not been dismissed, dissolved or the petition lifted or stayed.

18.3 Effects of Termination. Termination of this Agreement shall result in the termination of all outstanding Quotes, Statements of Work and Exhibits, and termination of all outstanding Quotes, Statements of Work and Exhibits shall result in the termination of this Agreement. Upon termination of this Agreement and/or any Quotes, Statements of Work and Exhibits for any reason, any amounts owed to ESi under this Agreement or any Quotes, Statements of Work and Exhibits, regardless of whether not yet due and payable , will be accelerated and deemed immediately due and payable (including, without limitation, the remaining balance of unpaid fees for professional services and Travel Expenses). All Subscriptions, including, without limitation, Services and all Software use and access, granted under this Agreement and all Quotes, Statements of Work and Exhibits hereto shall immediately terminate upon termination of this Agreement. All Subscriptions, including, without limitation, Services and all Software use and access, granted pursuant to an applicable Quotes, Statements of Work and Exhibits shall terminate upon the expiration or termination of the applicable Quotes, Statements of Work and Exhibits. Upon termination of this Agreement, ESi will immediately cease performing all Services and terminate Client’s and its User access to the Software. ESi shall have no obligation for retaining or maintaining a copy of any such Client’s Information or data from the Software following the date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information or (if sooner) the expiration or termination of this Agreement. ESi shall be entitled, without further liability, to destroy all such Client’s Information or data from the Software following the date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information or (if sooner) the expiration or termination of this Agreement. Notwithstanding the foregoing, in no event shall any Client Confidential Information, including, without limitation, the Client Data, that is entered into or shared in the Juvare Exchange be returned to Client or removed from the Juvare Exchange; Client understands and acknowledges that any Client Confidential Information, including, without limitation, the Client Data, entered into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held confidential. If Client receives Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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Hosted Services from ESi, the following termination provisions also apply upon termination of this Agreement for any reason:
a. Client’s access to the Hosted Services (including, without limitation, all access to the hosted environments and data) shall be suspended;
b. Client shall immediately surrender to ESi any Internet protocol numbers, addresses or ESi -owned domain names assigned to Client in connection with the Hosted Services delivered hereunder; c. Unless other arrangements are requested by Client within five (5) days of the effective date of termination and provided Client has paid all outstanding amounts due to ESi under this Agreement, for the five (5) day period following the effective date of termination of this Agreement ESi shall provide Client with access to its data or information within the Hosted Services for Client to download the Client Data or information; and
d. Any and all Client Data shall be overwritten, erased, encrypted or otherwise rendered unrecognizable upon the sooner to occur of (i) Client’s confirmation that it has downloaded the Client Data or information, or (ii) expiration of the period of access as set forth in subsection (c) above, or (ii) thirty (30) days from the effective date of termination of this Agreement.

18.4 Other Termination/Suspension of Services . In addition to all other remedies to which it may be entitled hereunder, ESi shall have the right, without notice to Client, to immediately suspend the provision of any and all Software and Services hereunder, including, without limitation, access to the Software and Support Services, in the event of (i) any breach or threatened breach of this Agreement or any Quotes, Statements of Work and Exhibits hereto by Client or its Users or contractors, (ii) any requirement or direction by any legal or regulatory body having jurisdiction over Client, ESi or its suppliers or third party service providers, or (iii) any change in law that renders ESi provision of the Software unlawful or otherwise non-compliant with applicable law. Client’s payment obligations shall continue during any period of suspension pursuant to this Section.

Client agrees that ESi shall have no liability to Client, and Client waives any claim or action against ESi, in the event of termination of access to the Software as provided in this Agreement. ESi shall make reasonable efforts to restart such access upon Client’s cure or correction of the event of default or breach unless it has already terminated this Agreement or a ny Quotes, Statements of Work and Exhibits as provided hereunder.

Client shall reimburse and pay to ESi all charges, expenses and fees incurred by ESi or payable by ESi to third parties as a result of such suspension of Software or reconnection/restart of such access to such Software.

18.5 Intentionally omitted.

18.6 Survival. The provisions of this Agreement that, by sense and context of the provision, are intended to survive performance by either or both parties shall also survive the completion, expiration, termination or cancellation of this Agreement.

18.7 The termination of this Agreement shall not relieve the Client of its obligation to pay any Charges and Fees incurred hereunder prior to the effective date of such termination or expiration or that result or arise from the termination of this Agreement (as provided in herein).

19. Indemnification.

19.1 By ESi. ESi shall, at ESi’s sole cost and expense, indemnify, defend, and hold Client, its elected and appointed officers, employees and agents (“Client Indemnities”), harmless from and against any damages, losses, liabilities, settlements, fines, penalties, judgments, expenses and costs (including reasonable attorneys’ fees) incurred by Client Indemnities resulting from any third party claim arising from ESi’s breach of this Agreement, any damage or injury to Client Indemnities or their property, or that the Software provided hereunder by ESi infringes or misappropriates such third party’s U.S. patent, trademark or copyright (or other jurisdiction as agreed to in writing by both parties) . If such a claim is made, ESi shall pay damages to the extent based on such claims or is agreed to by ESi in settlement of such claims, provided that (i) Client provides ESi prompt written notice of such claims, (ii) ESi controls the defense and settlement of such claims, and (iii) Client, at ESi’s expense, reasonably cooperates with ESi in the defense and settlement of such claims.

ESi’s obligation hereunder shall not extend to a claim to the extent such claim is based on any alleged infringement arising from any (a) infringement or contributory infringement to the extent caused by Client, its Users, agents, representatives, employees or by third parties under Client’s direction or control; (b) additions, changes or modifications to the Software by or on behalf of Client except for any additions, changes or modifications made by ESi or its Suppliers on ESi’s behalf; (c) incorporation of the Software or any component thereof into any other product or process; or (d) use of the Software other than as permitted by this Agreement or the applicable Quote or Order. Should the Software become, or in ESi’s opinion, be likely to become the subject of any such suit or action for infringement for which ESi is responsible under this Section, or if Client is enjoined from using the Software, ESi shall, at ESi’s sole option and expense, (x) procure the right to continue providing the Software; (y) replace or modify such Software so that they become non-infringing and functionally equivalent; or (z) may terminate that portion of the allegedly infringing Software on written notice to Client. This Section states ESi’s entire liability for infringement claims relating to the Services, Software, or Support Services.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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19.2 By Client. Client shall defend, indemnify and hold ESi, its affiliates and each party’s officers, directors, employees, representatives and agents harmless, at Client’s sole cost and expense, from and against any damages and third party claims that arise from (a) infringement or contributory infringement to the extent caused in whole or in part by Client, its Users, agents, representatives, employees or by third parties under Client’s direction; (b) additions, changes or modifications to the Services by or on behalf of Client; (c) incorporation of the Services or any component thereof into any other Client product or process; (d) use of the Services by Client other than as permitted by this Agreement or applicable Exhibit, Statement of Work or Quote; (e) Client’s breach of any of its obligations under this Agreement , an applicable Exhibit, Statement of Work or Quote , or (as if the same were applicable to Client) the Amazon Service Agreement, Twilio Agreement, Twilio Acceptable Use Policy, Twilio Documentation, or Twilio Data Protection Addendum; (f) any personal injury or property damage caused by Client; (g) Client’s breach of any federal, state or local law or regulation in connection with Client’s use of the Software, System or Services, (h) Client’s performance of services for Client’s clients; (i) claims against ESi by Client’s clients, customers or third parties arising from Client’s use of the Software, Hosting Services and/or Documentation hereunder, including, without limitation, Client Data containing any protected hea lth information subject to HIPAA or personal data subject to GDPR; (j) libelous, slanderous, indecent or other statement concerning or arising out of Client’s statement or publications to or about individuals or business entities, (k) any damage, liability, judgment, defense, indemnity or hold harmless obligation that ESi becomes subject to as a result of Client’s acts or omissions.

20. Export Controls. Client acknowledges that the Software and Documentation are subject to United States export laws. Client shall not, nor shall Client authorize or permit its directors, employees, consultants, independent contractors or other persons, to export, re -export, disclose or otherwise provide the Software and/or Documentation to any country unless an appropriate license, exemption or authoriza tion has been obtained from the U.S. Government. Client expressly agrees that Client shall not export, re-export, barter, or otherwise provide or disclose the Software and Documentation, in whole or in part, to: (a) any country covered by any United States trade embargo; (b) any person listed on the United States Department of Treasury’s list of Specially Designated Nationals; (3) any person or entity listed on the United States Department of Commerce Denied Persons List; (4) any person or entity listed on the United States Department of Commerce Unverified or Entity Lists; (5) any person or entity listed on the Unit ed States Department of State Debarred List; or (6) any person or entity where such export, re -export, barter, disclosure or provision violates United State export control law or regulation. Client represents and warrants that neither it nor its directors, employees, consultants, nor any other persons or entities who may gain access to the Software and Documentation through the Client, are persons or entities subject to such U.S. export controls. Client agrees to defend, indemnify, and hold harmless ESi from and against any claim, loss, liability, damage or expense, including fines or legal fees incurred by ESi with respect to any of Client’s export or re-export activities contrary to the foregoing instructions.

21. U.S. Government Rights.
a. If Client is an agency, department, or other entity of the United States Government ( “Government”), or funded by the United States Government, Client’s use, duplication, reproduction, release, modification, disclosure or transfer of the Software, Documentation, technical specifications, or any related materials of any kind, including technical data, is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies, Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies and the equivalent regulations for the Department of Energy. The use of the Software and Documentation is further restricted in accordance with the terms of this Agreement, or any modification thereto.
b. The Software and Documentation are commercial computer software and commercial computer software documentation. Client shall ensure that each copy used or possessed by or for the Government is labeled with the following: “Manufacturer is ESi Acquisition, Inc., 235 Peachtree Street NE, Suite 2300, Atlanta, GA 30303. ALL RIGHTS RESERVED. PROPRIETARY PRODUCTS.” For the purpose of any federal, state or local law, Client agrees that the Software and Documentation are trade secrets and proprietary commercial products of ESi and/or its third-party licensors and are not subject to disclosure.

22. Insurance.

ESi shall procure and maintain, at its sole cost and expense, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of Client:

a. General Liability Insurance . A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
b. Cyber Liability . Technology professional liability errors & omissions insurance appropriate to ESi’s profession and the Services hereunder with limits not less than $1,000,000 per claim/loss, and $1,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by ESi pursuant to this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, informat ion or data breach, theft, loss, damage or misuse, release of private information, extortion and network security. If coverage is maintained on a claims -made basis, ESi shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. The insurance shall include the following coverage:
(i) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
(ii) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
(iii) Liability arising from the failure of ESi’s proprietary technology products (software) required under the contract for ESi to properly perform the services intended. (iv) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights.
(v) Liability arising from the failure to render professional services as defined by industry standards appropriate to the technology being used.
c. General Insurance Requirements.

The comprehensive general liability insurance shall be primary insurance and shall name Client, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by Client or its officers, employees or agents may apply in excess of, and not contribute with ESi’s insurance.

Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

The comprehensive general liability insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the Client. In the event any of said policies of insurance are cancelled, ESi shall, prior to the cancellation date, submit new evidence of insurance to Client.

No services under this Agreement shall commence until ESi has provided Client 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 Client. Client 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 Client.

23. General Terms and Conditions.
a. Entire Agreement; Waiver . This Agreement (including any attachments and schedules) and Exhibits, Statements of Work or Quotes set forth the entire understanding and agreement of the parties and supersede any and all oral or written agreements or understandings between the parties, as to the subject matter of this Agreement or the applicable Exhibit, Statement of Work or Quote. Any provisions, terms or conditions on Client’s purchase orders which are, in any way, inconsistent with or in addition to the terms and conditions of this Agreement shall not be binding upon ESi and shall have no applicability hereunder.

The waiver of a breach of any provision of this Agreement will not operate or be inter preted as a waiver of any other or subsequent breach.
b. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California (United States of America) regardless of application of choice of law rules or principles. This Agreement expressly excludes the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise elected by ESi at its option and in writing for a particular instance, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state or United States District Court having within its jurisdiction the location of Client’s principal place of business in Carson, California. Both parties shall consent to the jurisdiction of such courts and agree that Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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process may be served in any manner allowed by the laws of the State of California or of the United States. If Client acquires the Subscription, or use or access of the Software, in a country other than the United States or its territories, local law and additional Fees to Client may apply. The original language of this Agreement is English. In case of any discrepancies or conflicts between the English text version of this Agreement and any translation, the English version shall prevail. c. Intentionally omitted.
d. Assignment. Client may not assign or otherwise transfer, in whole or in part, or in any other manner, any rights, obligations, or any interest in or under this Agreement without the prior written consent of ESi and any purported attempt to do so will be null and void. A merger or other acquisition by a third party will be treated as an assignment. ESi may at any time and without Client’s consent assign all or a portion of its rights and duties under this Agreement to a company or companies wholly owning, owned by, or in common ownership with ESi. This Agreement shall be binding on each party’s successors and permitted assigns. Additionally, ESi may delegate the performance of certain Services to its Affiliates and third-party providers, provided ESi remains responsible to Client for the delivery of such Services and the compliance of such Affiliates and third-party providers with this Agreement. e. Change in Subcontractors. ESi has the right to change, modify and otherwise convert services providers and subcontractors (including, without limitation, its affiliates) used to provide the Services and terms under which the Services are offered, provided that the basic functionality and quality of the Services will not be materially adversely affected.
f. Interpretation. In the event of a conflict between this Agreement and the terms of any Exhibit, Statement of Work or Quote attached hereto, the terms of the Exhibit, Statement of Work or Quote shall prevail and control the interpretation of this Agreement. The Exhibits, Statement of Work or Quote, attachments, and schedules together with this Agreement shall be interpreted as a single document. g. Force Majeure. No breach of any obligation of ESi in this Agreement or an Exhibit, Statement of Work or Quote shall constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the reasonable control of ESi, includin g without limitation, “acts of god” (such as earthquake, natural disaster, or flood), war, terrorists’ acts, riot, theft, labor disputes, government regulations, curtailment of transportation, or a cause making ESi’s performance impossible or commercially impracticable or the like.
h. Intentionally omitted.
i. Prevailing Party. The prevailing party in any arbitration, suit, or action brought by one party against the other party to enforce the terms of this Agreement, any Exhibits or Quotes or Statement of Works hereto or any rights or obligations hereunder, shall be entitled to r eceive its reasonable costs, expenses, and attorneys’ charges of bringing such arbitration, suit, or action. j. Independent Contractors . The parties are independent contractors, and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party shall make any statement, representation, warranty or other commitment on behalf of the other party. k. No Licenses. There are no licenses to the Software, express or implied, granted or provided under this Agreement. Neither party shall exceed the scope of the Subscription granted hereunder. ESi reserves all rights not specifically granted to Client.
l. Notice. All notices shall be in writing and sent by certified mail (return receipt requested), overnight courier, or delivered personally to the addresses indicated on the first page of this Agreement for the applicable intended recipient, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. All notices to ESi shall be directed to the attention of the President/CEO of ESi, with a copy of all such notices also sent to ESi to the attention of ESi’s General Counsel at the same address as ESi. Notice will be effective on the date shown on the delivery receipt or, in the case of personal delivery, actual receipt. All notices required pursuant to this Agreement shall be provided in strict compliance with this Section.
m. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
n. No Third-Party Beneficiaries. ESi and Client agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement. o. Headings. The headings used in this Agreement, Exhibits, Quotes and Statements of Work are solely for convenience and shall not be considered in its interpretation. p. Authorized Signer . Each party represents that the person signing this Agreement and any Exhibit, Statement of Work or Quotes hereto has been properly authorized and empowered to execute and deliver this Agreement and any Exhibit, Statement of Work or Quotes hereto on behalf of such party. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty (60) days, unless waived by ESi.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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q. Incorporation by Reference. Any Attachments to this Agreement and any Exhibit, Statement of Work or Quote now existing and hereafter executed or issued that are made pursuant to this Agreement shall be deemed to be part of this Agreement and are incorporated into this Agreement by reference. r. Amendments. Except as otherwise provided herein or in an applicable Exhibit, Statement of Work or Quote, this Agreement and any Exhibit, Statement of Work or Quote may be changed or modified only in a written document signed by duly authorized representatives of both parties. s. Counterparts/Duplicate Originals. This Agreement and any Exhibit, Statement of Work or Quote may be executed by the parties in one or more counterparts or duplicate originals, and each of which when so executed shall be an original, but all such counterparts shall constitute one and the same document. t. Publicity/Use of Trademarks . ESi and Client herein agree to permit the occasional use of each other’s name and logo as well as reference to this Agreement and the Services in their respective promotional advertising, press releases and public relations efforts. All such use will be only in a manner that reflects positively upon the other party. ESi may, without obtaining Client’s prior written consent, place Client’s name on a list of ESi’s customers.
u. Non-Solicitation. Client shall not, without ESi’s prior written consent, directly or indirectly, solicit for employment or hire any Restricted Employee (as defined herein) while such person is employed by ESi and for the 12 -month period starting on the earlier of: (i) termination of such Restricted Employee ’s employment with ESi, or (ii) termination or expiration of this Agreement. “Restricted Employee” means any former or current employee of ESi or its Affiliates that provided services on behalf of ESi hereunder or that Client became aware of or came into contact with during ESi’s performance of its obligations under this Agreement.
v. Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The parties shall be entitled to sign and transmit an ele ctronic signature of this Agreement (whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request. w. Cooperative Purchasing / Piggybacking . This Agreement is intended to be made available for use by other governmental entities, including but not limited to states, territories, counties, municipalities, school districts, special districts, and other political subdivisions, to the extent permitted by their applicable laws and regulations. ESi agrees to extend the same pricing, terms, and conditions of this Agreement to such entities, subject to ESi’s approval at the time of use. Each participating entity shall be solely responsible for the issuance of its own purchase orders, invoices, and payments, as well as for compliance with its own procurement requirements. Neither the Client nor ESi shall bear any liability or responsibility for the performance, obligations, debts, or liabilities of any other participating entity. Participation by other governmental entities shall be voluntary, and nothing herein shall be construed as a guarantee of additional purchases under this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate originals by their duly Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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authorized representatives as of the day and year set forth above. This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty (60) days, unless waived by ESi.

ESi Acquisition, Inc. City of Carson, California (“Client”)

By: __________________________________ By: _________________________________

Name: _________________________________

Name: _________________________________

Title: __________________________________

Title: _________________________________

Date: __________________________________

Date: __________________________________

ATTEST:
_______________________
Dr. Khaleah R. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
_______________________
Sunny K. Soltani, City Attorney
[rjl]

/End of the Agreement; Exhibits follow

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6 Bryan Kaplan
May 20, 2026 | 12:46:39 PDT

EVP, CI&SO

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EXHIBIT A TO WEBEOC SUBSCRIPTION AGREEMENT

1. Term of Hosted Services Subscription
The Subscription to the Hosted Services for the Software identified forth on this Exhibit A shall commence on the Agreement Effective Date set forth above and continue thereafter for an initial period of five (5) years (the “Initial Period”). Thereafter, the Subscription to the Hosted Services for the Software shall renew for successive additional 12- month periods (each a “Renewal Period”), provided that Client makes an affirmative election to renew the Subscription to the Hosted Services for the Software as of the end of the Initial Period or any subsequent Renewal Period, on not less than 60 days' prior written notice of renewal to ESi. “Term” means the Initial Period and any Renewal Period of the Subscription to the Hosted Services for the Software as set forth herein. Any such renewal shall be effective as o f the end of the Initial Period or subsequent Renewal Period, as applicable, following the expiration of such 60-day notice period.

2. Subscription Software
The Subscription includes the following Software:

Number of Instance Software
1 -ESi WebEOC® Software Nexus version 11 or latest
Latest version at time of Agreement
-WebEOC Standard Board Set
-WebEOC Premium Boards
-Single Sign-On
-Maps Add-ON
-Dashboard
-Board Data Manager
-Non-Production Instance (1)
-User Importer Tool
-Active Users
-Standard Express Implementation
Juvare Exchange
DesignStudio® Software Basic Bundle
ArcGIS Extension

The Subscription includes the following purchased “non-production” Instances for the identified purpose:

Number of Instance Purpose
1 Development/testing of Software Updates prior to
placing in production (internal use only)
- Training (internal use only)
- Disaster Recovery

3. Authorized Number of Users for WebEOC
Client may provide access to the following number of Administrators , Sub -Administrators, and Active Users, all authorized on a named and active user basis; does not include DesignStudio® User counts.

User Type Qty of Users
Administrators (Up to the Number of Authorized Active Users) Sub-Administrators 0
Active Users 50 inclusive of Administrators and Sub-Administrators

4. DesignStudio®
User Type Qty of Users
Users 3

5. Client Storage Capacity: 100 GB

6. Emergency Response Program
Emergency Response Program has been purchased for Term: [ ] Yes [X] No

/End of Exhibit A
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EXHIBIT B TO WEBEOC SUBSCRIPTION AGREEMENT

DESCRIPTION OF SUPPORT SERVICES FOR THE SOFTWARE

Support Services for the Software shall include the following (in addition to what is stated in the Agreement):
1) Telephone Assistance: Client’s “Support Contact” (as defined below) may contact the ESi’s Support Center for telephone assistance to seek advice relating to the use of Hosted Services and/or to identify and work to provide a “workaround” for Software problems, if available. Telephone assistance for non-Emergency Support Services shall be available during Standard Business Hours. 2) Problem Assistance : Client may submit problem assistance requests for Software assistance via the published ESi’s support escalation procedures. ESi will notify Client if any request is beyond the scope of this Agreement and is, therefore, subject to additional charges. Requests for problem assistance for non-Emergency Support Services shall be available during Standard Business Hours. 3) Software Updates: ESi will update the Software as such updates and future versions of the applicable Software are made generally available to other ESi clients receiving Support Services at no additional charge. Any training required by Client related to such Software Updates and subsequent versions of the Software are provided for an additional charge. ESi shall provide Client with Software Updates to the Software, except for modules, as such Software Updates become available. Software Updates may include correction releases (i.e. patches provided to correct software anomalies), point releases (i.e. modifications to current gen eration of software including enhancement and improvements), and level releases (i.e. new releases or new generation of software), but shall not include new products, modules or plug -ins released commercially by ESi as independently priced items. For Modules, ESi shall provide Client any Software Updates released by ESi to correct errors affecting the operation of the Module, whether such error is caused by the Module itself or by an error in the Software, and any Software Updates required to maintain compatibility with the Software. ESi shall not provide for any enhancements to the Module.

Process to Obtain Support Services . To obtain Support Services or telephone or problem assistance, Client’s designated Support Contact (an assigned Administrator that has completed the Administrator training and is listed as the Support Contact for Cli ent) may contact ESi’s Support Center as pursuant to ESi’s published support procedures. Such support procedures include contacting ESi’s Support Center via telephone, email and, when required, remote session support during Standard Business Hours and during N on-Standard Business Hours.

“Routine” Support Services includes assistance with the use and configuration of the software; assistance with identification and resolution of errors or defects assistance with application and use of new releases; general support for Board Builder and boa rds built by ESi or an ESi-certified technician; and access to WebEOC best practices, community -use status boards, “help” resources and other content made available through https://www.juvare.com/customers/technical-support, a “client only” web forum. Support Services may be accessed by Client by calling the Support Center via (877) 771 -0911 or by electronic mail at [email protected] (subject to updates and changes by ESi).

“Emergency” Support Services shall be available 24 hours per day, 365 days per year. Emergency telephone support includes any assistance needed by Client while Software is in use operationally, whether for actual incidents or exercises excluding assistance with GIS interfaces, mapping or products, which is licensed by a third -party vendor is available only during Standard Business Hours. Emergency Support Services may be accessed by calling the Support Center via (877) 771-0911 (subject to updates and changes by ESi).

Client may request performance of additional services by ESi. Such services shall be invoiced separately by ESi at ESi’s then current rate for such services and Travel Expenses, if applicable.

Limitations on Support Services . ESi will provide Support Services for only the current version of any Software. Client is obligated to promptly implement all Software Updates, work arounds and error corrections provided by ESi.

Problems or Issues Not Covered by Support Services . The following issues/problems, and all issues or problems caused by the following, are not covered by Support Services:

1. Alterations to the Software not authorized by ESi;

2. Unless otherwise agreed in an Exhibit or Statement of Work hereto, customizations to the Software from consulting or professional services provided by ESi, including applications design or recommendations by Client;

3. Software problems created by Client negligence or fault or failure to comply with any specifications, policies, procedures or requirements for use of the Software, including, without limitation, those set forth in Juvare’s Terms & Conditions;

4. Software problems caused by or related to a change in Client’s service provider or internet access provider. Without limiting the generality of the foregoing, no reconfiguration of the Software due to a change in a service provider is covered under Support Services.

Client should notify ESi prior to changing its service provider to enable ESi to provide configuration specifications to the new ser vice provider. Any programming and configuration changes will be charged to Client at the then-current ESi’s daily/hourly rates for such reconfiguration services;

5. Software problems that do not significantly impair or affect the operation of the Software;

6. Assistance with third party products; Training; Installation of plug-ins, boards or modules; API support; Board building; and

7. Client’s failure to allow for the prompt implementation of Error corrections, Software updates, or any work -around provided or made available by ESi (including, without limitation and applicable at all times, implementation of more recently released, generally available versions or releases of the Software made available through Support Services that contain corrections to the relevant Error or where such Error does not occur when using such more recently released version or release of the Software).

Client Responsibilities. Client agrees to limit its requests for Support Services after Standard Business Hours to occasions when the problem related to the Software is critical to Client’s operation and cannot wait to be addressed until Standard Business Hours on the next succeeding Contractor business day.

/End of Exhibit B
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EXHIBIT C TO WEBEOC SUBSCRIPTION AGREEMENT

FEES AND PAYMENT SCHEDULE

Fees (further to Quote No. 23147 dated April 22, 2026): Upon payment of the following Fees pursuant to the Payment Schedule below, the following Subscription(s) shall be made available for use and access by Client and its Users on a SaaS Subscription basis for the Term set forth in the Agreement and all use of the Software shall be governed by the Agreement:

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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Payment Schedule
For purposes of this Exhibit C, ESi shall invoice, and Client shall pay, the amounts set forth below according to below payment schedule:
(i) The “Year One” set forth above in the amount of $38,503.55 USD (plus applicable taxes) shall be invoiced by ESi to Client upon ESi’s receipt of this Agreement (executed by Client); (ii) Subsequent annual charges as set forth above shall be invoiced by ESi to Client so that such amounts are due and payable prior to the commencement of each applicable year; and (iii) No travel is expected to be performed by ESi pursuant to this Exhibit C.

All charges in this Agreement are exclusive of taxes and Travel Expenses incurred by ESi in the performance of services and are in addition to any charges set forth in any other Statement of Works or Addenda or Quotes to the Agreement or in the Agreement. All invoices are due and payable thirty (30) days from the date of the invoice.

If Client is tax exempt, Client shall be responsible for providing all necessary documentation to show such tax-exempt status to ESi or to the taxing entity.

Work cannot be started and dates for services cannot be secured until the applicable initial payment has been received by ESi.

Pricing contained herein is based on configuration outlined above. Some items may not be sold separately. Pricing is valid for 90 days from the date of Quote date.

Notwithstanding anything to the contrary in this Exhibit C and the Agreement, Client has 60 days from execution of this Agreement by Client to permit ESi to implement the Subscription provided hereunder into production. Should Client fail to permit ESi to implement the Subscription into production within such 60 -day period, all unpaid amounts set forth above shall be immediately due and payable by Client to ESi and the implementation shall be deemed complete as of the end of such 60 -day period. Client may t hen provide ESi written notice when Client is ready to implement the Subscription. ESi shall not have any obligations for warranties applicable to the Subscription, Software and services, if any, provided hereunder, and Support Services for such Subscription, shall not apply to issues experienced by Client, Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

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to the extent caused by Client’s use of such Subscription prior to ESi’s completion of the implementation of the Subscription.

/End of Exhibit C
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EXHIBIT D TO WEBEOC SUBSCRIPTION AGREEMENT

HOSTED SERVICES

1. Definitions. For the purposes of this Exhibit, the following words have the meaning set forth below:
a. “Hosted Services ” means the installation and management of specified software applications in the Juvare Cloud shared environment on behalf of a ESi customer and exclusively for the benefit of permitted users of the Software.
b. “Hosted System” means the combination of hardware, software and networking components used by the application service provider to deliver the Hosted Services. c. “Juvare Cloud” means the shared hardware environment for the purpose of hosting and maintaining software and data on behalf of ESi’s customers; may also be referred to as the application service provider or the “ASP.”
All other capitalized terms in this Exhibit D shall have the same meaning set forth in the Agreement, except where otherwise stated in this Exhibit.

2. Scope of Services. ESi shall provide the following services to address the Software hosting needs:
a. ESi shall provide Hosted Services to Client according to the provisions set forth in the Agreement and this Exhibit. ESi shall notify Client promptly upon creation of Hosted Services account and provide Client with all information required to access such account. ESi, at its sole discretion, may provide and maintain such Hosted System and/or deliver such Hosted Services internally or through a qualified subcontractor. b. ESi shall provide and maintain the facilities, hardware, and networking components as it sees fit to provide access to the Juvare Cloud for the benefit of Client.
c. ESi shall perform, at its convenience and after notice to Client, scheduled updates of the Juvare Cloud as ESi or its hosting subcontractor sees fit. Such updates shall be scheduled to enable the simultaneous update to all of ESi-hosted customers.
d. ESi or its hosting subcontractors shall be entitled to perform, as needed, emergency security updates to the Hosted System to protect the Juvare Cloud or the subcontractor’s hosted environment from newly identified and widespread threats to the internet or internet-based services posed by worms, viruses and Trojans, or to address other vulnerabilities, with little or no notice to Client. e. ESi shall provide and maintain a redundant shared environment of the Juvare Cloud at a location that is geographically separated from its primary ASP Environment to ensure continuity of Software access and operation in the event of any unforeseen outage, disaster or other event that may interrupt service at the primary location of the Juvare Cloud. Failover to the redundant shared environment of the Juvare Cloud is a manual process and service will be activated by ESi immediately upon notification of malfun ction, unavailability or failure of primary shared environment of the Juvare Cloud. f. ESi will notify (via ESi’s Support Center) the Client of any planned service outages, i.e. , for the purpose of performing Software updates or testing, or other inability to perform the services outlined in this Agreement.
g. ESi shall schedule, perform and maintain a duplicate (“backup”) record of Client’s data within the Juvare Cloud.
h. In addition to the Support Services pursuant to the Agreement and Exhibit B, ESi shall provide Client with Support Services for the Hosted Services which include assistance with problems related to the Juvare Cloud, data access, Hosted System access , or similar problems. Such Support Services for the Hosted Services may be accessible to Client via the same contact information provided to Client for Support Services; provided, however, services to be provided by ESi under this Exhibit and the Agreement do not include assistance with third party products; training; installation of plug -ins, boards or modules; API support; or board building; o r repair or correction of errors, defects or other operational or performance defects caused by Software configuration, modification, enhancement or programming provided by any party other than ESi or an ESi -certified technician. Any professional services described in this Section 2(h), or services required to repair or correct the errors and defects described in this Section 2( h), shall be provided on a fee-for-services basis at rates consistent with the ESi published price list in effect at the time services are rendered.
i. Client may request performance of additional services by ESi. Such services shall be invoiced separately by ESi at the current published rate for labor and actual costs for materials and travel, if applicable.

3. Client Obligations
a. The Client shall maintain, at Client’s expense, a secure high-speed internet connection through which to access its hosted Software.
b. The Client shall appoint a designated point of contact and two alternate points of contact for its interactions with ESi. Client shall provide ESi with the name, job title, physical address, telephone number, facsimile number and electronic mail address for each of the contact persons. Client shall keep such contact information up-to-date and promptly notify ESi, in writing via electronic mail, of any changes.

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c. The Client shall use reasonable security precautions in connection with the use of Services provided under this Agreement.
d. The Client is responsible for any and all use and access to the Hosted System and Hosted Services by its employees, agents, contractors and permitted users of the Software and Hosted Services. e. The Client shall make best efforts to notify ESi in writing, via electronic mail or facsimile, of any planned non-emergency use of its Software, such as the occurrence of training sessions, drills and exercises, to aid ESi with the planning of any scheduled outages.
f. The Client shall promptly notify ESi Support Center of any identified Hosted Services outage that impairs Client’s access to the Software so that ESi may manually activate the redundant shared environment of the Juvare Cloud and immediately commence work to restore service to the primary shared environment of the Juvare Cloud.
b. The Client shall not conduct any load testing, performance testing or any other test of the Hosted System which may degrade performance or limit or adversely impact availability of the Juvare Cloud for other customers.

4. Limitations on Use of Hosted Services.
a. Client’s usage of the Hosted Services in the Juvare Cloud is subject to capacity and performance constraints. Monthly active users do not equal maximum concurrent users. Concurrent user capacity will be variable based on Juvare Cloud load.
b. Access to the Hosted System may not be rented, leased, sold, sub -leased, assigned or otherwise transferred for value or for no value by Client to any third party. c. Hosted System and Hosted Services are provided to support the Software which is an information management tool. Hosted Services are not guaranteed to be fault -tolerant or to provide fail -safe performance. Hosted Services are not appropriate for use in ultra-hazardous environments where failure of the Hosted System or the Juvare Cloud may lead to bodily injury, death or destruction of property. d. Installation of Software applications in the Juvare Cloud is limited to the Software included in the Subscription to Client by ESi and Software supplied by ESi either as a component of the Hosted System or to support delivery of Hosted Services.
e. ESi shall only be responsible for performance of components of the Hosted System and Services under its control. ESi shall not be responsible for performance deficiencies caused by processes, hardware and software beyond its control including, but not limited to, information transmission delays due to excessive internet traffic, internet outages, or failure of Client to perform its obligations under this Agreement. f. The warranties set forth in the Agreement shall be void if any breach of this warranty or failure of the hosting environment or Software is caused by unauthorized use, improper use or modification to Software made by Client or its authorized users.

/End of Exhibit D

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EXHIBIT E TO WEBEOC SUBSCRIPTION AGREEMENT

STATEMENT OF WORK (SOW)

THIS PAGE LEFT INTENTIONALLY BLANK

STATEMENT OF WORK (SOW) BEGINS ON NEXT PAGE

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Statement of Work
City of Carson, CA
Net New WebEOC® Express Implementation
04/23/2026

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Statement of Work
City of Carson, CA
Net New WebEOC® Express Implementation
This Statement of Work (“SOW”) is governed by, incorporated into, and supplements the terms and conditions of the Agreement. Unless defined herein, all capitalized terms shall mean as defined in the Agreement. This SOW shall be subject in all respects to the terms of the Agreement. In the event of any conflict between the terms of this SOW and the Agreement, the terms of this SOW shall govern this SOW and the Services, as defined below, provided hereunder.
1 Scope of Services
ESi Acquisition, Inc. (hereafter referred to as “Juvare”) will provide implementation services to City of Carson, CA (“Client”) utilizing the four-phased approach described in section 3 (“Services”.) Services begin with an Express Implementation that provides Client’s Net New WebEOC® Express Implementation administrators with access to Net New WebEOC® Express Implementation as soon as fourteen (14) days following the last dated signature of this SOW (“SOW Effective Date”.) After the Express Implementation and within sixty (60) days of the Kickoff call, unless otherwise mutually agreed in writing, the in-scope WebEOC Add-On modules will be installed. Net New WebEOC® Express Implementation will be available via web browser and if client desires via the Net New WebEOC® Express Implementation mobile app on supported devices. Following completion of Services, Juvare will transition Client to Juvare’s Client Success and Support teams for 24/7 ongoing technical support. 2 Governance and Change Management Plan
Juvare utilizes industry best practice project management tools and methodologies, the cornerstone of which is the Project Management Body of Knowledge (“PMBOK”) guide. The PMBOK is a collection of guidelines, terminology, and best practices that are the gold standard for project management. Juvare follows the five (5) project management phases of Project Initiation, Project Planning, Project Execution, Project Monitoring and Controlling, and Project Closing. This management method provides clients with success and flexibility throughout the delivery process, ultimately ensuring client satisfaction. In addition, Juvare employs an Agile Software Development Life Cycle (“SDLC”) method that focuses on collaborative decision- making, development, and deliverables over multiple short cycles or sprints, rather than a top- down process with a single series of stages.

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During implementation of the Services, Client may desire a change for additional functionality or to alter the agreed-upon deliverables. Any request that changes the Services or the functionality beyond those identified and agreed upon in this SOW will require a written request that must be reviewed and approved by the project stakeholders. Change requests will follow the procedure in APPENDIX A: CHANGE PROCESS and will be reviewed based on the impact of the proposed change in scope, deliverables, schedule, and cost. Project sponsors will approve or reject all changes. If approved, a new SOW or SOW addendum detailing the approved changes will be generated and the change acceptance or denial will be recorded in a Change Management Log. 3 Juvare’s Four-Phase Implementation Plan

3.1 Phase I: Express Implementation
The objective of the first phase is to rapidly deliver a working Net New WebEOC® Express Implementation solution with minimal configuration sufficient to allow for initial use by the Client’s administrators and less than 10 selected users (“Technical Implementation”.) Specifically, Juvare will
Install Net New WebEOC® Express Implementation and its standard Board set, accessible to Client, Load common Net New WebEOC® Express Implementation positions that support typical Emergency Management roles and responsibilities, and
Schedule and conduct the project kick-off call.

When the Client’s first URL is accessible the Technical Implementation will be complete, and the system will be considered “Go Live.” Go Live is defined as the point when Net New WebEOC® Express Implementation standard Boards are available for Client. Go-live does not imply completion of training, enhancements, or full solution capabilities.

Key Activities
Technical Implementation completed by Juvare.

Project kickoff meeting conducted between Juvare and Client.

Go Live acknowledged in writing by Client.

3.2 Phase II: Training
This phase of the project includes training aimed at providing immediate value to Client to ensure Client understands what is being delivered. Instructional methods may vary to include on-demand video, instructor-led virtual classes, or documentation, depending on Client needs and requests.

Juvare provides general training for all WebEOC products at https://learning.juvare.com.

Upon completion of all training, Client will have a solid understanding of WebEOC, including how to further configure the solution and add processes and methods applicable to your organization and mission.

Key Activities
Juvare provides Client with access to Net New WebEOC® Express Implementation on-demand training.

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Client completes the following courses, ideally prior to the project kickoff call. a. Introduction to Net New WebEOC® Express Implementation: https://learning.juvare.com/introduction-to- webeoc.
b. Net New WebEOC® Express Implementation how to access help centers: https://learning.juvare.com/webeoc- user-and-admin-help-centers.
c. One or more of the standard Board trainings: https://learning.juvare.com/page/standard-boards.

Client is registered to 2 seat(s) of Net New WebEOC® Express Implementation Bootcamp training course. Note registration is the project deliverable, not course completion. Client is expected to complete the course during the registered dates or make alternative arrangements directly with the Juvare Learning and Development team, if training is scheduled after the completion of this project.

To access on -demand training
Note first-time users must register an account.
a. Go to https://learning.juvare.com/page/webeoc.
b. Click the Intro to WebEOC & Standard Boards tile.
c. Complete desired training courses by clicking their respective tiles. d. Consider taking the optional WebEOC Add-Ons & Plug-Ins courses:
https://learning.juvare.com/page/webeoc-add-ons. Add-on courses may be taken any time.

All WebEOC users are advised to take as much free training as possible to increase knowledge of and drive maximum benefit from the product.

3.3 Phase III: Configuration
Juvare requires Client engagement throughout all phases of the project with this Configuration phase being of critical importance. Given that importance, Client resources should expect an average engagement of four (4) hours per week until configuration is complete. Engagement includes meetings on a bi-weekly or as otherwise agreed frequency, configuration demonstrations, review of project documentation, and testing and validation activities. The typical WebEOC Express project duration is six (6) calendar weeks from kickoff meeting to project closure.

This SOW includes up to 32 hours for configuration of the following products, components, and services purchased by Client, refer to Quote Q-23147. Hours beyond this allotment are out of scope, although Client may add hours via the change process.

Basic Configurations
Activation of one (1) WebEOC SaaS Production instance for no more than 50 Users.

Activation of one (1) WebEOC SaaS Secondary instance for no more than 25 Users for the project purpose of demonstrations and testing, and post-project purpose of backup and recovery.

Integration of one (1) Single Sign-on (“SSO”) vendor.

Maps & configuration of local maps, if purchased.

Implementation and configuration of the ArcGIS map extension.

Installation of Premium Boards, configuration not included Key Activities
The Juvare Project Manager provides Client POC with a project timeline and communicates status via e-mail on a regular basis.

Juvare informs Client when solution is Ready for Test and helps Client understand what to test.

Client completes user acceptance testing (“UAT”) - Round 1 within 3 days of Ready for Test notice in accordance with APPENDIX B: UAT EXIT CRITERIA, recording all defects in writing so Juvare can properly investigate.

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Juvare resolves documented defects.

Client re-tests, if needed, providing confirmation of fixes or details of further issues.

Client and Juvare complete UAT - Round 2, if needed.

Client and Juvare agree to production deployment schedule.

If additional hours are needed, Juvare will provide Client with an estimated level of effort and costs to complete the desired tasks so Client can determine if you wish to move forward.

3.4 Phase IV: Final Deployment and Project Closure
This phase represents the end of the project. It includes deployment into Production, transition of Client to Juvare Client Support, and Client’s confirmation of project completion.

Key Activities
Juvare moves Client’s solution into Client’s Production instance.

Client validates solution is working as tested in Production.

Juvare Client Support provides Client with access to Juvare’s Knowledge and Support center.

Juvare facilitates a project completion and Client Transition Meeting between Juvare Client Support and the Client’s designated support team.

Client and Juvare accept the project as complete via a project closeout document. If Client does not acknowledge the project closeout document with five (5) days of the Client Transition Meeting and does not indicate in writing a valid reason for the lack of acknowledgement, Juvare will deem the project and the Services of this SOW to have been successfully delivered.
4 Assumptions
The scope and pricing of this SOW are based on the following assumptions. Deviations from these assumptions must be discussed and may result in a change order. a. Client will manage internal stakeholders to assist in the forward progression of the project.
b. Client is not using Browser Compatibility Mode.
c. The Client can access web conferencing tools such as Teams and Zoom for remote meetings and validation.
d. Client will provide a named resource to serve as the primary point of contact (“Client POC”) for all project planning and communications.

Project Manager:

Phone Number:

Email:

e. Services provided by Juvare under this SOW shall be performed between 8:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday, excluding holidays (“Standard Business Hours”) at the fees set forth herein. Services that both parties agree in writing will be provided outside of Standard Business Hours shall be subject to additional charges.

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f. Scheduling of resources and Services will be provided upon Juvare’s receipt of the Agreement, with this SOW incorporated, signed by Client. The dates for performing all Services hereunder are subject to the parties’ mutual written agreement. g. If the Client requests that the project be delayed for more than 30 calendar days once the project schedule has been agreed upon, the Client must notify Juvare in writing of such request. When the Client is ready to reengage on the project, written notice must be provided to Juvare. All project resources will be unassigned from the project at the time the project is put on hold. Juvare will work with the Client during re-engagement to determine a new, mutually agreeable project schedule. The original Juvare project team is not guaranteed to be available for the new project schedule. h. Onsite Services by Juvare resources are not expected for purposes of this SOW. Should travel or on-site Services be deemed necessary, all travel, living, and out-of-pocket expenses (“Travel Expenses”) incurred by Juvare in the performance of Services hereunder shall be paid by the Client to Juvare, shall be invoiced by Juvare monthly as incurred, and are due and payable by Client consistent with the terms applicable to other invoices under this SOW and the Agreement.
i. Juvare shall not be obligated to provide Services hereunder on or after six (6) months of the SOW Effective Date. A change request may extend these Services before the expiration date; however, such a change request is not enforceable unless and until executed by both parties.
j. Client shall provide Juvare with remote access to the Software as a condition to provide all Services.
k. Other than the Subscription provided under the Agreement and implemented under this SOW, no new Software licenses are being provided or purchased by the Client under the Agreement or this SOW. The Client is receiving a Software-as-a-Service subscription to the software.
l. Client is responsible for the dissemination and modification of project and process documentation.
m. Any additional person-hours of Services required to be performed by Juvare because the Client fails to comply with its obligations hereunder, for example, the Client delays or increases in the scope of Services under this SOW, shall be invoiced to the Client at Juvare’s then-current rate for such Services (and such charges are in addition to the charges set forth below). All invoiced charges are due and payable according to the payment terms outlined in this SOW or, if none, the terms of the Agreement. 5 Service Deliverables
The following deliverables are included in this SOW as identified in and defined by the Services.

No other deliverables are provided hereunder.

Technical Implementation.

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Project kickoff meeting.

Client access to WebEOC on-demand training.

One (1) WebEOC SaaS Production instance.

One (1) WebEOC SaaS Secondary instance
Client access to Juvare’s Knowledge and Support center.

Project closeout document.
6 Charges
Juvare’s price for the Services described in this SOW is in USD as provided to Client under quote number/ Q-23147.
7 Juvare Contact Information
Business Solutions Professional Services
Patrick Niles Tatiana Garcia
Senior Account Executive Director Professional Services (410) 353-9370 954-242-9934
[email protected] [email protected]
8 Additional Terms and Conditions
a. This SOW is valid for 90 days from the date on front cover if not executed. b. Requests for modifications to this SOW after Juvare’s receipt of the Agreement, with this SOW incorporated and signed by the Client, will require a written change order like APPENDIX A: CHANGE PROCESS executed by both parties.
c. Significant changes in scope may require a new or revised SOW and additional expenses. d. Receipt by Juvare of the Agreement, with this SOW incorporated and signed by the Client, authorizes work to begin.
e. The Client requests to reschedule the Services once scheduled by Juvare are subject to a USD 500.00 rescheduling fee in addition to any non-refundable Travel Expenses incurred by Juvare.
f. Rescheduling will be subject to Juvare’s standard scheduling policies based on available resources.
g. Nothing herein obligates either party to enter engagements beyond that stated herein.

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h. Notwithstanding participation by the Client’s user community members in requirements development, payment, or other project activities, the Client’s rights and obligations under the Agreement may not be transferred or assigned. i. This SOW, the Agreement, and any mutually agreed upon change orders set forth the entire agreement of the Client and Juvare concerning the Service and the Deliverables, if any, to be provided by Juvare hereunder and supersede any oral or written agreements or understandings between the parties as to the subject matter of this SOW or the Agreement.
j. CLIENT EXECUTION OF THE AGREEMENT, WITH THIS SOW INCORPORATED, INITIATES WORK SCHEDULING. THE ACTUAL START TIME WILL BE SUPPLIED AFTER SCHEDULING IS DETERMINED. CANCELLATIONS (IF

AGREED UPON) WILL INCUR SERVICES PERFORMED AND TRAVEL
EXPENSES INCURRED TO DATE.
9 Agreement of Parties
IN WITNESS OF WHICH, the parties have caused this SOW to be executed by their duly authorized representatives.

City of Carson, CA Juvare
By: _____________________________ By: _____________________________ Name: ____________________________ Name: ____________________________ Title: _____________________________ Title: _____________________________ Date: _____________________________ Date: _____________________________

ATTEST:

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

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[rjl]
PLEASE RETURN THIS SOW (EXECUTED BY CLIENT) BY EMAIL TO:
[email protected].

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6 Bryan Kaplan

EVP, CI&SO
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APPENDIX A: CHANGE PROCESS
During implementation of
the Services, Client may
desire a change for
additional functionality or to
alter the agreed-upon
deliverables. Any request
that changes the Services
or the functionality beyond
those agreed upon in this
SOW will require a written
request that must be reviewed and approved by the project stakeholders. The change request process is shown in Figure 1 - Change Request Process. A sample approval form follows.

Change Order Form
Change
Number
Date
Submitted
Description of Change Requestor

Special Notes or
Comments

Juvare Approvals
Name Signature Date Approved
(Yes/No)
Juvare
Juvare
Client Approvals
Name Signature Date Approved
(Yes/No)
Client
Figure 1 - Change Request Process
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Client

APPENDIX B: UAT EXIT CRITERIA
Acceptance testing and review of each milestone or deliverable will be completed upon a mutually agreed schedule, with Client having a period of 10 days following availability of the deliverable to validate. Juvare’s Jira system will be utilized to enter, track, and manage defects, unless mutually agreed otherwise. Juvare will provide support for the user acceptance activities as well as defect correction. Client will provide testing resources that will perform tests using scripts created by Client. Each variance from a deliverable outlined in the test scripts will be categorized by severity as defined in the following table.

Category Definition
Severity 1
A severe problem with the system or deliverable. Production deployment may not progress because the system or deliverable is unavailable for access and impacts most users, or it wholly misrepresents the deliverable.

Severity 2
A major problem with a specific component of the application or deliverable.

Production deployment may continue but the identified component may not be utilized until the issue is resolved.

Severity 3
A minor problem with, or a small number of users affected by, a specific component of the application or deliverable. The application and business objectives may be completed with a defined work around. Production deployment may continue with the defined work around.

Severity 4
A modification to a defined deliverable or a request for additional functionality.

Severity 4 issues may be completed under the change control process, a statement of work or submitted to Juvare for consideration of future product releases.

The criteria for moving from one test phase to the next and for reviewing deliverables (“Exit Criteria”) is determined by the number of outstanding, documented defects as described in the following outline.

There are zero (0) open Severity 1 Juvare defects.

There are no more than two (2) open Severity 2 Juvare defects.

There are no more than Fifteen (15) open Severity 3 Juvare defects.

All open defects have a planned resolution or viable workaround agreed to by Client.

Severity 4 defects are not applicable.

Provided Client offers Juvare written notice within 10 days of the date of performance of any Service that fails to comply with the preceding, Juvare shall re-perform such Services in compliance with this SOW at no additional charge; provided however, delays or changes in scope will incur extra person-hours of Services by Juvare and such additional person-hours of Services shall be invoiced as outlined in this SOW or the Agreement. The remedies in this Section shall be the Client’s sole and exclusive remedy, and Juvare’s entire liability, for any failure of any Services to comply with Section 3 of this SOW.

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Defects or other issues related to software, database, or hardware that are beyond Juvare’s control are not subject to this Acceptance or Exit Criteria.

/End of Exhibit E

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Juvare Artificial Intelligence Addendum
In the course of providing the Products and Services to Client by ESi Acquisition, Inc. (hereinafter “Juvare”), Artificial Intelligence (“AI”) (as defined below), may be used. This Juvare Artificial Intelligence Addendum (“AI Addendum”), as amended from time to time, forms part of and is incorporated by reference as part of the Master Contract for Emergency Information Management System, Juvare’s Privacy Policy, and any Statement of Work or Order Form or other agreement for the license and/or purchase of the Products or Services (hereinafter collectively “Agreement”) between Client and Juvare.

This AI Addendum reflects the Parties’ agreement for the use of Artificial Intelligence in the Juvare Services. In the event of any conflict or inconsistency between this AI Addendum and the Agreement, the AI Addendum shall prevail with respect to the use of any AI Features (as defined below). However, this Addendum shall be in supplement to, rather than instead of, any AI Feature specific terms in an Order Form and/or Statement of Work. This AI Addendum will terminate automatically upon termination of the Agreement.

1. DEFINITIONS
To the extent not defined in the Agreement, the following definitions shall apply. In the event of any inconsistencies or conflict between the Agreement and the definitions set out below, the definitions in the Agreement shall prevail. Capitalized terms not defined in this AI Addendum are defined in the main body of the Agreement.
“AI Features” means features incorporated within or made available by Juvare in its Products and Services which include, use, require, or are supported, created or powered by machine learning or Artificial Intelligence (as defined below), whether it be Juvare AI Features or Third- Party AI Features. AI Features include Juvare AI (JAI). “AI System” means a machine-based system designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environment. “AI System” includes without limitation any system meeting the definition of AI system, generative AI system, high-risk AI system, or general-purpose AI model, as such terms, or similar terms, may be used under Applicable Laws.
“Applicable Laws” means laws applicable to either Party, as well as, without limiting the foregoing, all laws directly applicable to the Parties or the Products or Services relating to Artificial Intelligence (as defined below), data privacy, and intellectual property. “Artificial Intelligence” means machine-based functionality which has been developed to generate, create or predict Output based on Input.
“High-Risk AI System” means an AI System the actual or intended use of which would be deemed ‘high risk,’ or as constituting a ‘high risk AI system,’ as that or similar terms are defined under Applicable Law.
“Input” means any data or other information Client or Client’s User provides to Juvare to be processed by an AI Feature.
“Output” means any data, information, functionality, or action, carried out, prompted, predicted, or generated by an AI Feature using the Input.
“Third Party AI Features” means the AI Features built, trained, developed, and deployed by Third Party AI Providers but integrated into the Juvare Services. “Third Party AI Providers” means those third parties directly engaged by Juvare to provide the Third Party AI Features.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

01007.0630 2146981.1
Confidential and Proprietary
.Carson CA.ESi.EUSA.coop lang.SOW.JAI Page 40 of 41
“Juvare AI Features” means the AI Features built, trained, developed, and deployed by Juvare whether or not they are based on Third Party AI Providers.

2. OBLIGATIONS

2.1. General. Juvare is committed to fair, ethical, and responsible practices in the development of its AI Features. Client acknowledges and agrees that it is solely responsible for determining the lawfulness of whether it choses to use of AI Features, and for its compliance with Applicable Laws with respect to the use of AI Features.

Client will advise Juvare if it believes that Juvare’s AI Features can no longer be lawfully provided to Client. Juvare may, thereafter without penalty, suspend access to or use of the AI Features.

2.2. Representations. Without limitation, Client represents, warrants, and covenants that:

2.2.1. Client does and will at all times comply with Applicable Law with respect to its use of AI Features and its development, deployment, or other use of AI Systems, including without limitation any legal obligations of “covered providers,” “developers,” “deployers,” and/or “operators” under Applicable Law;

2.2.2. Client will not use, and will prevent the use of, AI Features for any discriminatory purpose prohibited by law;

2.2.3. Client will adhere to any acceptable use policy with respect to its use of AI Features that Juvare may now or in the future provide, including the acceptable use policy or any other applicable policies;

2.2.4. Client will not use AI Features for any purpose which would render the same a High-Risk AI System;

2.2.5. Client will not use AI Features to any extent or in any manner such as would render Juvare a “covered provider” under the California AI Act or any similar law;

2.2.6. to the extent required by law, Client will adhere to the NIST AI Risk Management Framework with respect to its use of the AI Features; and

2.2.7. prior to any use of the AI Features, Client will ensure provision of appropriate notices to, and/or collection of consents from, its users sufficient to enable Juvare to provide the AI Feature and process Input.

2.3. Cooperation. Client will cooperate with any Juvare audit or request for information regarding Client’s use of the AI Features.

2.4. Availability. Client acknowledges and agrees that AI Features may become unavailable or suspended at any time. Without limitation, Juvare expressly reserves the right to cancel or suspend services immediately and without notification in case of any violation of law or the conditions set forth herein.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6

01007.0630 2146981.1
Confidential and Proprietary
.Carson CA.ESi.EUSA.coop lang.SOW.JAI Page 41 of 41

3. INDEMNITY. Client will defend, indemnify and hold harmless Juvare and its employees, affiliates, agents, attorneys, and officers from and against any and all claims or damages which may result from the Client and its Authorized Users’ use of the AI Features including, but not limited to, claims, damages, liabilities, fines, assessments, penalties, suits, fees, judgments, costs, expenses (including attorneys’ fees) (collectively, “Losses”), and including inquiries and investigations by local, state and federal regulators, and costs associated with responding to the same. Without limitation, Client’s obligation to defend, indemnify and hold harmless under the previous sentence shall extend to all Losses resulting from or relating to any and all of Client’s actions which constitute a failure to comply with this Addendum, including without limitation a failure to comply with the Applicable Laws and/or acceptable use policies. Juvare may assume control of the defense with counsel of its choice immediately upon written notice to Client. Client agrees to participate with Juvare as requested and at Client’s own expense in any litigation, investigation or regulatory action impacting Juvare that arises under or relates to Losses resulting from or relating to Client’s use of AI Features.

4. LIMITATIONS

4.1. Client acknowledges and accepts that AI Features may produce Output that is inaccurate, unreliable, inappropriate, infringing, or otherwise unsuitable for Client’s intended purpose. In addition, Outputs may not be unique and similar Outputs may be generated for other users if Inputs are substantially similar.

4.2. THE OUTPUT OF THE AI FEATURES OF THOSE PROVIDED BY JUVARE AND

BY THIRD PARTY AI PROVIDERS IS PROVIDED AS-IS, WITHOUT

WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN. JUVARE EXPRESSLY DISCLAIMS, AND MAKES NO WARRANTY

OF ANY KIND REGARDING, THE USE OF ANY AI FEATURES, INCLUDING

WITH RESPECT TO TITLE, LEGALITY, OUTPUT QUALITY OR OTHER

QUALITY, CONTINUED AVAILABILITY, AND/OR SUITABILITY FOR ANY SPECIFIC PURPOSE. UNDER NO CIRCUMSTANCES WILL JUVARE OR ANY

OF ITS PROVIDERS BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR

LIABILITY ARISING OUT OF THE AI FEATURES OR USE THEREOF,

INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY MISTAKES

CONTAINED IN THE OUTPUT, THE USE, TRANSMISSION OR DELIVERY OF THE OUTPUT, OR ANY SERVICE OUTAGES OR TRANSMISSION DELAYS.

4.3. Without limiting the limitations and disclaimers on Juvare’s liability contained herein, Juvare’s liability in any case arising out of or related to this AI Addendum, whether in contract, tort or under any other theory of liability, shall not exceed the scope or limits of Juvare liability set forth in the Agreement.

Docusign Envelope ID: 8B76A4CD-80D0-8C28-81E0-EFE33D277DB6 CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Wednesday, June 3, 2026, 5:00 PM
CONSENT 24. To: Honorable Mayor and City Council From: Gary Carter, Director, Information Technology and Security ITS Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO. 3 TO THE CONTRACT SERVICE AGREEMENTWITH TRANSTECH ENGINEERS INC. TO PROVIDE ON-CALL PROJECT MANAGEMENT AND INSPECTIONSERVICES FOR THE PUBLIC WORKS DEPARTMENT AND INFORMATION TECHNOLOGY & SECURITYDEPARTMENT (CITY COUNCIL) I. SUMMARY
The Public Works Department is responsible for the implementation of the Capital Improvement Program (CIP) through design and construction. The five-year CIP mostly consists of several improvements to the City’s bikeways, building facilities, parks, roadway infrastructure and stormwater systems. Augmentation of the staffing level with on- call Project Management Services for the Public Works Department is necessary to ensure delivery of projects in a timely manner. At the November 21, 2023 Council Meeting, City Council approved a thirty (30) month term, and a not-to-exceed contract sum of $615,776 with Transtech Engineering Inc. (Transtech) to provide on-call project management services. The initial contract with Transtech was established based on the estimated needs at the time and includes two City options to extend the term for additional one-year periods, with not to exceed pricing at $255,220 for the first extension period and $260,324 for the second extension period.

At the July 1, 2025 Council Meeting, City Council approved Amendment No. 1 to the Contract Services Agreement with Transtech Engineers Inc. to add on-call construction inspection services, in the amount of $340,000.00 for an adjusted not-to-exceed amount of $955,776.00. With the initiation of the City’s Capital Improvement Program Project No. 1797: Citywide Municipal Fiber Optic Network Phase I, City Council approved Amendment No. 2 at the September 30, 2025 Council meeting to add on-call project management services and on-call construction inspection, in an amount of $461,750.00, for a further adjusted amount not-to-exceed $1,417,526.00.

Staff is requesting that City Council approve Amendment No. 3 to the Contract Services Agreement with TranstechEngineers Inc. to exercise both optional renewal years at the previously established pricing and add one additionalyear for $265,530.00, for continued on-call project management, on-call construction management, and on-callconstruction inspection services related to the Citywide Municipal Fiber Optic Network. This will result in a new totalContract Sum not to exceed amount of $2,198,600.00 and an additional term of three years.

II. RECOMMENDATION
TAKE the following actuion:

1. APPROVE Amendment No. 3 to the Contract Services Agreement with Transtech Engineers Inc. for continued on-call project management, on-call construction management, and on-call construction inspection services for an additional $781,074.00 resulting in an adjusted amount not-to-exceed $2,198,600.00 for an additional three years; and,

2. AUTHORIZE the Mayor to execute Amendment No. 3 with Transtech Engineers Inc. following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action City Council deems appropriate.

IV. BACKGROUND
The initial contract with Transtech was executed based on the estimated needs at the time. Due to the shortage of inspectors for ongoing projects, the large volume of capital projects the city is managing, and multiple concerned inquiries from utility companies unable to proceed with their work due to lack of available inspectors, staff recommended amendment of the existing scope with Transtech to include inspection services implemented through Amendment No. 1. At the July 1, 2025 Council Meeting, City Council approved Amendment No. 1 to the Contract Services Agreement with Transtech Engineers Inc. to add on-call construction inspection services, for an additional $340,000.00 resulting in an adjusted contract sum not-to-exceed $955,776.00.

The Citywide Municipal Fiber Optic Network Phase I was included in the Fiscal Year 2024-25, Fiscal Year 2025-26 and Fiscal Year 2026-27 Capital Improvement Program. This project is the first phase of the citywide network and includes constructing a fiber network backbone in the public right-of-way on Avalon Blvd. within District 1, District 2, District 3, and District 4, and several city streets required to connect City Hall, City Yards Facility, and twelve (12) city parks. The twelve (12) city parks that will connect to the fiber network include Anderson Park, Calas Park, Carriage Crest Park, Carson Park, Del Amo Park, Dolphin Park, Dominquez Park, Foisia Park, Mills Memorial Park, Hemingway Park, Stevenson Park, and Veterans Park. The Phase I fiber network backbone project will enhance broadband for city operations and provide business continuity supporting a resilient community, and improve the City’s free Wi-Fi services to residents at City parks.

With the continuation and progress of Phase 1, staff is requesting that the City Council approve Amendment No. 3to the Contract Services Agreement with Transtech Engineers Inc. to continue on-call project management servicesand construction inspection services, and increase the contract by $781,074.00, for a new amount not-to-exceed$2,198,600.00. The increase in project management and construction inspection services will continue to supportthe Information Technology and Security Department with on-call tasks required for the Citywide Municipal FiberOptic Network Phase 1 Construction.

V. FISCAL IMPACT
The total cost for the Amendment No. 3 on-call project management services and on-call construction inspection services is $781,074.00, for an amount not-to-exceed $2,198,600.00. Contract budget will be encumbered each fiscal year on an As-Needed basis for the remaining three year term.

Fiscal Year Amount Account Number
FY2026-27$255,220.00510-99-999-904-8012
FY2027-28$260,324.00510-99-999-904-8012
FY2028-29$265,530.00510-99-999-904-8012
VI. EXHIBITS

1. Transtech Engineers Inc. Original Agreement

2. Transtech Engineers Inc. Amendment No. 1

3. Transtech Engineers Inc. Amendment No. 2

4. Transtech Engineers Inc. Amendment No. 3
Attachments
Transtech Engineers Inc. Original Agreement
Transtech Engineers Inc. Amendment No. 1
Transtech Engineers Inc. Amendment No. 2
Transtech Amendment No. 3

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COMM E RCI AL G ENERA L LIAB ILI T Y
that i s av a ilab le to any o f y our " em p loyee s "o ccup at ional ther api st or o ccup at ional f o r "bod i ly injur y " that ar i s e s out o f prov idin gthe r apy as s ist an t, p h y s i c a l therap i s t o r or fa i li ng t o pr ov ide "i ncidental me dic a ls p ee c h- language p a th olo gi st ; or s e rv i c e s " to any p e r s on t o the e x tent n ot(b ) F i r st ai d o r "Good Sama r i tan s e rv i c e s " s ubje c t to P arag rap h 2.a. (1) o f S e c tio n II –by any o f y our " em p loyee s " or " v olunteer Wh o I s An Insured.wor ke r s ", oth e r th an an em ployed o r v o lunteer d o ctor . An y s uc h " em p loyee s " K. M ED I C AL PAY M EN T S – INCREASE D LI M IT or " v ol untee r wor ker s" pr ov idin g or f a il in g The fo llo w ing re pla ces P ar agr ap h 7. ofto pr ov ide f i r s t aid or "Good Sama r i tan S EC T ION I II – LIMIT S O F I N SURA NCE :s e rv i c e s " dur ing th ei r wor k h our s f o r yo u

7. Su bje ct to P ar agr ap h 5. abov e, th e Medic a lw il l b e d ee m ed t o b e a c ti ng w ithin th e s co pe o f thei r em ploy m ent b y y ou o r Ex pens e L im i t i s the mo s t we w il l pay und e r pe r f o r m in g dutie s related to t he c o ndu ct C ov er age C for a ll m ed i c a l e x pens e s o f yo ur bus ine s s . be c aus e o f " bodily inj ur y " s us tained b y any one per s on, and will be th e highe r o f :3. The f o llow ing repla c e s the la st s e nt en c e o f Pa rag raph 5. of SE CTIO N I II – L IMIT S O F a. $10, 00 0; orINSU R A N CE :
b. The am o unt s hown i n th e D e clar at ion s o fFo r t he p ur po s es o f d eter m i ni ng th e th i s C ov er age P ar t for Medica l E x pens eappl i cable E a c h Occur r enc e L im i t , all re la ted Lim i t.a ct s or om i s s ions c om m i tted i n pr ov iding o r f a il in g t o prov ide "inci dent al me dical L . AM END MEN T OF EXCES S INS URA NCE s e r v i ce s ", f i r s t a id or "Good Sama r i tan COND I T ION – P ROF ES SI ONAL L IA BIL I TY s e r v i ce s " to any one p er s on w il l b e deemed The fol lo w ing i s added t o P arag raph 4.b . ,to b e one " o cc ur r ence ". Ex ces s Insu rance , o f S EC T ION I V –4. The f ol low ing ex clu s ion is ad ded t o CO MM ERCIAL GENE R AL L IA BI LIT Y Pa ra gr aph 2. , Ex clus ion s , o f SE CTION I – COND I T ION S :

CO V ER AGE S – C O VER AGE A – BODI L Y Thi s in s ur anc e is ex c e s s ov er any o f the oth e rINJU RY A ND P ROP ERT Y DAM AGE i nsuran c e, w h eth e r pr im ar y, ex ces s , c o nti ng entLI A B IL IT Y : or on a ny other b a s i s , that i s Pro f e ss ionalSa le O f Ph ar mac eu ticals Lia bil ity or s im i la r c ov e r ag e, t o th e ex tent t h e "Bo dily inj ur y " o r "prop e r ty d am age " ar i s ing lo ss i s n o t s ub ject to th e pr o f e s s ional s e r v i c e s ou t o f t h e v iola t ion o f a p enal s ta tute o r ex clusion o f C o v er age A or Co v e rage B . or di nanc e relatin g t o the s a le of M . B LA NKET W AIVER OF SUBRO GATION –phar ma c eut i c al s c om m i tt ed b y, o r wi th t he W H EN R E QUI RED BY WRI TTEN C O NTRACTk nowledg e o r c o n s ent o f t he in s ured. O R AG R EEMEN T5. The fol lo w ing i s a dd ed t o th e D EFIN I TION S The fol lo wing is add ed to P a r agr aph 8. , T ran s ferSe ctio n:

O f Ri g h t s O f Re co ver y Again st O the rs T o U s ,"In ci dent al m ed i c al s e r v i ce s " m ea ns : of SE CTION IV – C O MMERCIAL GEN ERAL a. Med i c al , s ur gic a l, d en tal , lab or ato r y, x - LI A B IL IT Y C ON DITI O NS :
ray o r n ur sing s er v i ce or treatm en t, If the i nsured h a s agr eed in a w r i tten c o n tra ct o radv i c e o r ins tr u ction, o r the rela ted ag ree ment to waiv e that i nsured ' s r ight o ffurn i s hing o f f ood or be v e r ag es; or re cov e r y against any p er s on o r o r g anizat io n, we b. The f ur nishin g o r di s pens i ng o f dr ug s o r waiv e our right o f re c ov e r y agai nst s uch p er s o nm ed i c al , d en tal, or s urgi cal s u pplie s o r or o rganizatio n, but only fo r p ay men ts we m akeappl ia nc e s . be c aus e o f :

6. The fol lo wi ng is added t o Paragr aph 4.b . , a. "Bo dily injur y " o r "pr oper ty d am age " thatE xces s Ins u rance , o f S EC T ION I V – o ccur s ; o rCO M M ERCI AL GENE R AL LI A B ILI T Y b. "Pe r s o nal and a dv e r ti s ing injur y " c aus ed b yCOND I TION S :
an o f f e n s e th at i s c om m it ted ;Thi s i nsuran c e i s ex c e s s ov e r any v al id an d s ubs equent to th e s igni ng o f that c o ntr a ct o rcol le c ti ble oth e r i ns urance , wh ether p r im a r y, ex c e ss , c o nti ng ent o r on any other b a sis, ag ree ment.

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
(1) Printed in U.S.A.Form WC 04 03 06
Policy Expiration Date:

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Endorsement Number:Policy Number:
Effective Date: Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address:
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us
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COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following r eplaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us ,o ft h e prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations

5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent
CA T3 40 02 15
© 2015 The Travelers Indemnity Compa ny. All rights reserved .P age 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 3ROLF\ %$5

COMM RCI L AUTOEA
T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.HH E

BLANKET ADDITIONAL INSURED
Thi e dorseme t m d fie i surance prov ded under he f l o ing:sn n o i s n i t o l w

BUS NE S A TO OV RAGE F RMIS U CE O

MT O C AR IR C O VR AE FR MOR R E EG O
The fo lo ing i added to Parag aphlw s r c. in A.1., Who be ween you and that pe son or organiza ion, that istr t Is An Insu edr ,o f SECTION II
CO E ED AU OVR TS si ned by yo be o e the "bodi y injury or "prope tygu f r l "r L ABI I Y CO E AGEIL T V R in the BUSIN SS AUTEO dam ge occur and that is in ef e t during the pol cya" s f c i CO ERAGE FO MVR and Pa agraphr e. in A.1., Who Is pe iod, to nam as an addi ional insured fo Cov redret r e An Insu edr ,o f SECT ON II
CO ERED AU OIV T S Auto Liabil ty Cov rage, but o ly fo dam ges tosi e n r a L ABI I Y CO ERAGEIL T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR , whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co duct bi r n pa t o y ur poli y o anot er "in ured".rf o c : f h s
Thi i cl de any perso or organi ation who you aresn u s n z re ui ed unde a written cont a t o ag ee entqr r r c r r m CA 4 37 2 16T0 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of nsurance Services OfI f ce, Inc. with its permis ion.is 3ROLF\
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AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(<Amendment=) by and between the CITY OF CARSON, a California municipal corporation (<City=), and TRANS TECH ENGINEERS, INC., a California corporation (<Consultant=), is effective as of the 1< day of July, 2025. City and Consultant are sometimes hereinafter individually referred to as <Party= and hereinafter collectively referred to as the <Parties.=

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated December 19, 2023 (<Agreement=), whereby Consultant agreed to perform certain on-call project manager services on a Task Order basis for an initial contract term of two and one-half (2.5) years and a not-to-exceed Contract Sum of $615,776.00.

B. City and Consultant now desire to amend the Agreement to expand the Scope of Services to include public works inspections (<Additional Services=) for an additional not to exceed amount of $340,000.00, thereby increasing the Contract Sum to $955,776.00.

C. Section 2611(m)(3) of the Carson Municipal Code (<CMC=) provides that any proposed amendment to a contract exceeding $75,000 requires solicitation unless the amendment concerns a change order under Section 2601(d) of the CMC in which event bidding will not be required irrespective of the amount of the change order.

Dz. The Additional Services qualify as a change order because they concern a change to the scope of work and price arising out of reasonably unforeseeable circumstances borne out of the original scope of the Agreement. It is a change to the scope of work because it is not included in the Scope of Services and it is borne out of the original Scope of Services because the nature of services is similar to the original scope except the description contains more specificity, and at the time the Parties entered into the Agreement the Additional Services were reasonably unforeseeable.

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

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

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the <Schedule of Compensation= attached hereto as Exhibit <C= and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Nine Six Hundred Fifty Five Fifteen 01007.0006 2012810.1
Thousand Seven Hundred Seventy Six Dollars and Zero Cents ($955, 776. 00$615,776.08) (the <Contract Sum=), unless additional compensation is approved pursuant to Section 1.8.

In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase consistent with the additional not to exceed compensation applicable to each Extension Term, as set out in in Exhibit <C.= B. Exhibit <A= (Scope of Services) of the Agreement is hereby amended to read in its entirety as follows:

See attached.

Cc, Exhibit <C= (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:

See attached.

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

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

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

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

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

5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 01007.0006 2012810.1

6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment.
[SIGNATURES ON FOLLOWING PAGE]
01007.0006 2012810.1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first-above written.

ATTEST:

Sunny K. Soltani, City Attorney
[rjl]
CITY:

CITY OF CARSON, a municipal
corporation
Lae fa
Lila Davis-Holmes, Monet fo
TRANSTECH ENGINEERS, INC.
a California corporation
By: A
Name: Allen Cayir \/ ~
Title: Pre nt
By: Ctl
Name: Sybil Cayir /
Title: Secretary
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR9S 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.
01007.0006 2012810.1
YE
Oro,
Dd:
<SSecursnesre#
CONTRACTOR: OSsmea
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
IGE ME OTSTS OT REMIT OCTET TEETER ETT 2 MOADADAOR AAO SEDERENE CREME Maes i eMese ns nse EMER eMEn TO TNEG 28 RAR RT AE 23: CRS SNES Anotary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of sive edad
On 14-95 before me, Dowmind ud Rodingul2 yin9 puPlic
Date Here Insert Name and Title of the Officer !
personally appeared An Cay=
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. | certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
5 nnn paragraph is true and correct.
q a ae es neatves :
aoe COMM 4814 \ . 9 <E) NOTARY PUBLIC4CALIFORNIA $f WITNESS my hand and official/seal. q San Bemardino County i
; ee (} |/
Signature I) f notary ale
Place Notary Seal and/or Stamp Above Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer9s Name: Signer9s Name:

O Corporate Officer 4 Title(s): O Corporate Officer 4 Title(s):

O Partner 4 O Limited O General O Partner 4 O Limited O General O Individual O Attorney in Fact 0 Individual O Attorney in Fact O Trustee O Guardian or Conservator 0 Trustee O Guardian or Conservator O Other: O Other:

Signer is Representing: Signer is Representing:

Pease e evap ene c Ses RE INEM eM EME Mee EEE ED SUE CaO RL CRESTS MEMEO THE NEMEC EL SUS Daa piat SO Ta Eee EERE EEE U CEE ERAT ISHN EP ED ERIN ED EMRE ERT MEREE TRC HONEDE ©2019 National Notary Association
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
AS02020 oa SREQAOAD: SA2O308020202020 SIGINT ISISTMIST OTST OT Qa 2 020202031 PEGS MBISS stswatiewarevissts eH GIEe pretves GrGe Sei sHenensccwsvsHauewsnsusmedecnonsd ORAL AOR SE Anotary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of San Bena cin O }
On LS 2S before me, Domingvy Rrarique2, wiary public
Date 9d (\ a Insert Name and Title of the Officer
Xba IG personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. | certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and ore] Pw wow ww wwwoewwa Ss
Dominque Rodriguez
\ COMM# §=2481413 2
<B] NOTARY PUBLIC4CALIFORNIA 3 Re AY San Bemardino County YN iY COMM. EXPIRES 2/40/2028
Signature UL Aviary public
Place Notary Seal and/or Stamp Above = Vignatdrd 6 of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

WITNESS my hand and offi gl Seal.
ee
Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer9s Name: Signer9s Name:

O Corporate Officer 4 Title(s): O Corporate Officer 4 Title(s):

O Partner 4 O Limited O General O Partner 4 O Limited 0 General O Individual O Attorney in Fact O Individual O Attorney in Fact O Trustee O Guardian or Conservator Oj Trustee O Guardian or Conservator O Other: O Other:

Signer is Representing: Signer is Representing:

Bseb ce cuales sees ust Zest nent Nee EOS Saas n eee eR Ee ete iets Seal eee EO IES CS SES snc Oe SEE OS CL ies tS ee ERENT ECE Ieee HU TICES TET EENEREEET ©2019 National Notary Association
EXHIBIT <A=

SCOPE OF SERVICES
I. Consultant will perform the following Project Manager Services on an on-call basis:

STAFF AUGMENTATION:

Assist the City in executing various projects. Consultant will conduct plan reviews and project management services for various public facility projects. Consultant shall be the main point of contact with City staff in project or task development from concept to close out. Consultant may be stationed at City facilities to perform assignments and coordinate activities as directed by the Contract Officer, Director of Public Works or assigned designee.

Upon request, Consultant will conduct public workshops and have an explicit understanding of the California Public Contract Code and the City of Carson9s Municipal Code efficiently and effectively.

GENERAL PROJECT MANAGEMENT STAFF AUGMENTATION SERVICES:

General services include, but are not limited to the following:
° General Contract Administration/Project Management.
e Review of conceptual and final plans along with project specifications and construction documents.
e Development and preparation of Project Studies.
° Research of various project related items such as local, State, Federal provisions, grant opportunities. Investigation and management of possible grant opportunities for Public Works projects, including grant application, reporting, and monitoring. e Coordination with, or obtaining approvals from, various private and public agencies.
e Preparation of and/or presenting information at City Council, public workshops, or other public meetings.
e Development or review of various project related reports, diagrams, exhibits. e Development of databases for capital improvement projects including schedules, budgets and priorities.
° Research and review of, record drawings, field investigations, site conditions, restrictions, California Environmental Quality Act (CEQA) status. 01007.0006 2012810.1
e Coordinate projects with outside agencies such as utility companies, Los Angeles County Department of Public Works, Sheriff station, Caltrans. e Preparation of Request for Proposals (RFP).
e Coordination of Public Works projects for the bidding process. e Management of project budgets and working closely with the City9s Public Works Administrative staff.
e Review, evaluate, process, and provide approval recommendation to City staff for payments to consultants, consultants, and various agencies. e Review, evaluate, and approve proposed changes from other consultants and consultants.
e Verification of field work such as field investigations, inspections, job walks. © Public Works inspections.

II. Consultant will perform Services, if any, in accordance with project-specific Task Orders, as follows:

When the City requests proposals from on-call consultants (including the Consultant) ona project-specific Task Order, and if the City accepts Consultant9s proposal, then the Task Order and Notice to Proceed shall provide in detail Consultant9s Scope of Services on that Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders. This Agreement does not provide for Consultant9s compensation except for Consultant9s services rendered pursuant to a Notice to Proceed on a Task Order.

I. Consultant must perform all on-call Services in compliance with the following requirements:

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

B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (<Task Budget=), using the itemized fees in Exhibit C, Schedule of Compensation, whenever a requested task is provided for in Exhibit C; explain how the cost was determined; and, a schedule for completion of the task (<Task Completion Date9); which shall all collectively be referred to as the <Task Proposal.=
C. Contract Officer shall in writing approve, modify, or reject the Task Proposal, and may issue a Notice to Proceed.
01007.0006 2012810.1
IV.

VI.

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

E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date.

In addition to the requirements of Section 6.2 and pursuant to the Task Order9s project-specific Scope of Services, the Contract Officer may require the Consultant to provide the following deliverables, as applicable:

A. Project Studies
B. Project related reports, diagrams, exhibits
Cc. Databases for capital improvement projects including schedules, budgets and priorities
D. RFPs
All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

Consultant will utilize qualified personnel with the following titles to perform the Services required by the applicable Task Order. Consultant shall obtain the Contract Officer9s advanced written approval when replacing any individual assigned to perform services on Task Orders:

AHMAD ANSARI, PE, Contract Principal
OKAN DEMIRCI, PE, QSD/P, MBA, Principal Project Manager AZITA FAKOORBAYAT, PE, Sr. Engineer/Project Manager
JOHN OSKOUI, PE, Sr. Engineer/Project Manager
MICHAEL ACKERMAN, PE, QSD, QSP, QISP, Sr. Engineer/Project Manager ZIAD Y. MAZBOUDI, PE, QSD, QSP, CPSWQ, Sr. Engineer/Project Manager MOHAMMAD MOSTAHKAMI, PE, Sr. Engineer/Project Manager
roo

7 =
py Aw
>
CARLOS A. PINEDA, PE, QSD, QSP, LEED, Sr. Engineer/Project Manager DAVID RAGLAND, PE, PLS, QSD, QSP, Sr. Engineer, Technical Review Support for Engineering Projects
aval
J. ALI F. ZAGHARI, PE, PMP, Sr. Engineer, Caltrans Involved Projects Coordination PM/QC/QA Support/Oversight
01007.0006 2012810.1
K. BAHMAN JANKA, TE, Sr. Traffic Engineer, Technical Review Support for Traffic and Transportation Eng/Planning Projects
L. KEITH A. WYATT, Sr. Project/Construction Manager
M. CRAIG MELICHER, PE, Vice President, PM/QC/QA Support N. ALI CAYIR, PE, Principal, PM/QC/QA Support
O. GEO-ADVANTEC, INC., Geotechnical Engineering Support (subconsultant) P. AVANT GARDE, INC., Funding / Labor Compliance Support (subconsultant) Q. LOSTWEST LANDSCAPE, INC., Landscape Architecture Support (subconsultant)
R. VANLENCO, INC., Survey Support (subconsultant)
S. IDS GROUP, INC., Architectural, Structural, MEP Consulting Support (subconsultant)
T. IMPACT SCIENCES, INC., Environmental Consulting Support (subconsultant) 01007.0006 2012810.1
I.

IW.

EXHIBIT <C=

SCHEDULE OF COMPENSATION
This Schedule of Compensation governs Consultant9s compensation in the event the Consultant performs services pursuant to a Notice to Proceed on a Task Order. This Agreement does not guarantee that Consultant will be selected to perform services on Task Orders.

The not to exceed compensation amounts are as follows:

January 1, 2024 through June 30, 2024: $120,250.00
July 1, 2024 through June 30, 2025: $245,310.00%
July 1, 2025 through June 30, 2026: $250 216.00 $590,216.00# Total: $645-776-00 5955, 776.00
July 1; 2026 through June 30, 2027: $255,220.00 (extension period) July 1, 2027 through June 30, 2028: $260,324.00 (extension period)* *%
Consultant responding to the City9s request for proposals on a project-specific Task Order shall establish a Task Budget for the Task Order, identifying the subtasks based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. Consultant9s proposals on Task Orders shall be based on hourly rates identical to the rates attached as Exhibit C-1.

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

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

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

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

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
01007.0006 2012810.1
IV. The total compensation for the Services shall not exceed $955,776.00 $645;776.08 as provided in Section 2.1 of this Agreement.

V. The Consultant9s billing rates for all personnel are attached as Exhibit C-1. 01007.0006 2012810.1
ies

ACORD CERTIFICATE OF LIABILITY INSURANCE

DATE (MMIDDIYYYY)
12/2/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

PRODUCER
AssuredPartners Design Professionals Insurance Services, LLC CONTACT NAME: Sandy Peters
(AIG No, Ext): 626-696-1901 (AIG, No): 3697 Mt. Diablo Blvd Suite 230 Lafayette CA 94549 E-MAIL , Appress: [email protected] INSURER(S) AFFORDING COVERAGE NAIC #
License#: 6003745] INSURERA: Travelers Casualty and Surety Co of America 31194 INSURED . TRANENG-09] isurerB: Travelers Property Casualty Company of America 25674 Transtech Engineers, Inc. : . 909-595-8599 INSURER C: The Travelers Indemnity Company of Connecticut 25682 13367 Benson Ave INSURER D : HARTFORD INSURANCE COMPANY 38288 Chino CA 91710-3009 INSURERE:

INSURER F :

COVERAGES CERTIFICATE NUMBER: 1794307450 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL]SUBR| LTR TYPE OF INSURANCE INSD | wvD POLICY NUMBER

POLICY EFF POLICY EXP
(MM/DDIYYYY) | (MM/DD/YYYY) LIMITS
B | X | COMMERCIAL GENERAL LIABILITY ¥ Y | 6805H737478
| CLAIMS-MADE OCCUR
X Contractual Liab
Included
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY SES LOC
12/31/2024 | 12/31/2025 | EACH OCCURRENCE $§ 1,000,000

DAMAGE TO RENTED
PREMISES (Ea occurrence) $ 1,000,000
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE § 2,000,000
PRODUCTS - COMP/OP AGG | $2,000,000
$ OTHER:

C | AUTOMOBILE LIABILITY y | Y | BA3RO67451 12/31/2024 | 12/31/2025 | GOMBINED SINGLE LIMIT | 5 4,000,000 ANY AUTO BODILY INJURY (Per person) | $
OWNED SCHEDULED A AUTOS ONLY |_| AUTOS BODILY INJURY (Per accident)| $ x HIRED x NON-OWNED PROPERTY DAMAGE S
AUTOS ONLY AUTOS ONLY (Per accident)
X | NoOwnedAutos s
B X | UMBRELLA LIAB x OCCUR Y Y | CUP4F17434A 12/31/2024 12/31/2025 | EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000
DED x | RETENTIONS 9 $
D | WORKERS COMPENSATION Y | S57(WEGAASO8A 9/1/2024 g/2o25 |X | EER | | Sa

AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT § 1,000,000 OFFICER/MEMBER EXCLUDED? [| NIA
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE! $ 1,000,000 If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ 1,000,000 A_ | Professional Liability 107328311 12/31/2024 12/31/2025 | Per Claim $2,000,000 Aggregate Limit $4,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insured owns no company vehicles; therefore, hired/non-owned auto is the maximum coverage that applies. Professional Liability is E&O Liability.

The Umbrella Policy is follow form to its underlying Policies: General Liability/Auto Liability/Employers Liability.

Re: All Operations as pertains to the Named Insured for the City of Carson -- City of Carson, its elected and appointed officers, employees, volunteers and agents are named as an additional insured as respects general liability and auto liability as required per written contract. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). Cancellation: 30 day notice will be sent to the certificate holder.

CERTIFICATE HOLDER CANCELLATION 30 Day Notice will be sent to holder

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURANCE APPROVED
City of Carson RG
701 E Carson Street
Carson CA 90745 7/9/2025

AU RIZED REPRESENTATIVE
Feters
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 680-5H737478 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED 4 OWNERS, LESSEES OR
CONTRACTORS 4 COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when, the <bodily injury or "property damage" occurs.

Location And Description Of Completed Operations
Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section fl 4 Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or "property dam- tions hazard". age" caused, in whole or in part, by "your work" at the CG 20 37 07 04
CG T8 04 12 24 © ISO Properties, Inc., 2004
DATE OF ISSUE: 11/15/2024 Page 1 of 1
POLICY NUMBER: 680-5H737478 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED 4- OWNERS, LESSEES OR
CONTRACTORS 4 SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Names of Additional Insured Person(s) or Organization(s):

Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed.

Location of Covered Operations:

Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies.
(Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section || 4 Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage", "personal injury= or <advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s) desig-
nated above.

With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:

CG D3 61 03 05
"property damage= occurring, or <personal injury=
or <advertising injury= arising out of an offense
committed, after:

1. All work, including materials, parts or equip-
ment furnished in connection with such work,
on the project (other than service, mainte-
nance or repairs) to be performed by or on
behalf of the additional insured(s) at the loca-
tion of the covered operations has been com-
pleted; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its in-
tended use by any person or organization
other than another contractor or subcontrac-
tor engaged in performing operations for a
principal as a part of the same project.

Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved.

DATE OF ISSUE: 11/15/2024
ce T8 06 12 24NCcludes copyrighted material of Insurance Services Office, Inc. with its permission.