Daktronics, Inc.
201
Daktronics Drive
Brookings, SD
57006
USA
www.daktronics.com
DAKTRONICS QUOTE # 887924-1-1
Total Price Including Applicable Tax:
$63,583.36
Please reference listed sales literature: DD3512730 for Daktronics Verizon Modem, 4G, Ethernet, DD4305463 for GT6x-135X405-8-RGB-2V, DD5454486 for G5C5-W
Please reference listed shop drawings: DWG-04569830 for GT6x-135X405-8-RGB-2V Options
Please contact your sales representative for additional information Service Options
1 Year On-Site Labor
Includes Customer Care Level 1
1 $2,099.00
Quote # 887924-1 Rev 1
Daktronics, Inc.
201
Daktronics Drive
Brookings, SD
57006
USA
www.daktronics.com
DAKTRONICS QUOTE # 887924-1-1
The Terms and Conditions which apply to this order available on request.
Limited Warranty and Extended Service Terms and Conditions (www.daktronics.com/DD5459759)
SL-02375 Standard Terms and Conditions of Sale
(www.daktronics.com/terms_conditions/SL-02375.pdf)
SL-07862 Software License Agreement
(www.daktronics.com/terms_conditions/SL-07862.pdf)
Additional Links:
Customer Care Level 1, Parts Coverage, Daktronics Labor Coverage
(www.daktronics.com/DD5454476)
Customer Care Level 3, Parts Coverage, No Daktronics Labor Coverage
(www.daktronics.com/DD5454486)
Wireless Service Addendum
(www.daktronics.com/TermsConditions/DD3956286)
Terms And Conditions:
Leasing Program
If your purchase exceeds
$25,000
, you may qualify for our leasing program allowing you more flexibility to spread out the cost of your Daktronics display over of a period up to five (
5 ) years. Benefits of our leasing program include fixed rate financing, non-appropriation clause, no prepayment penalty, and customizable payment schedules. Plus, at the end of the lease, the equipment is yours to keep with no additional balloon payments.
Sample payment options as follows:
$50,000
in total equipment cost =
$11,285
per year
$100,000
in total equipment cost =
$22,568
per year
$250,000
in total equipment cost =
$56,420
per year
**Payments based on
5 year/annual payment in advance structure.
Leasing is subject to credit approval and agreed upon documentation with Daktronics lending partner.
Contact your Daktronics representative for additional options and details.
Notes: Due to the current uncertainty regarding the status of tariffs, prices exclude tariffs imposed after May 29, 2025. In the event Daktronics ’
total cost for equipment,
materials, or components required to perform the work increases due, directly or indirectly, to tariffs that are implemented after May 29, 2025, Daktronics reserves the right to an equitable adjustment to the purchase price.
Unless expressly stated otherwise in this Quote # 887924-1 Rev 1 or the attachments, if Daktronics performs installation of the Equipment, the price quoted does not include the following services pertaining to physical installations: digging of footings (including dirt removal), any materials fabrication, installation of steel cages, rebar, or bolt attachments, or pouring and finishing of concrete footings. Those service may be provided for an additional cost beyond the quoted price. Purchaser shall be fully responsible for any and all additional costs plus overhead in the event anything unexpected of any nature whatsoever is found while digging the footings including but are not limited to rock, water, utility lines, pipes or any other unforeseen circumstance. The Purchaser acknowledges and agrees that it is fully responsible for all site conditions.
Exclusions:
- Electrical Installation
- Structure
- Power
- Engineering Certification
- Labor to Pull Signal Cable
- Electrical Switch Gear or Distribution Equipment
- Physical/Mechanical Installation
- Foundation
- Hoist
- Signal Conduit
- Applicable Permits
- Front End Equipment
If applicable please reference Attachment A for Installation Responsibilities.
Ad/ID Copy Approval Process
Customer shall provide digital artwork for advertising and identification panels, conforming to Roberto Diaz
PHONE:
714-313-6349
FAX:
605-697-4700
EMAIL: [email protected]
Ashlin Wiebe
PHONE:
605-692-0200
FAX:
EMAIL: [email protected]
Installation Responsibilities:
Daktronics will create a proof of provided artwork and require approval of that proof three weeks prior to the initial anticipated ship date. Advertising and identification panels not approved in time, will be shipped without copy in Daktronics ’
standard finish.
Daktronics
’
graphic file standards,
at the time of order.
NOTE:
The pricing may be adjusted for freight and taxes depending on the options selected.
Please request order documents to submit your order.
Prices and charges are subject to change by Daktronics at any time before the final agreement between the parties is effective. Ship Date will be determined after customer purchase order is received or agreement is signed or otherwise effective, shop drawings are approved (if required) and down payment is received (if required).
Quote # 887924-1 Rev 1
Daktronics, Inc.
201
Daktronics Drive
Brookings, SD
57006
USA
www.daktronics.com
DAKTRONICS QUOTE # 887924-1-1 MAIN
ATTACHMENT A
General
1) Secure necessary sign permits, as required.
2) Secure necessary construction permits, as required.
3) Removal and disposal of existing equipment, as applicable. 4) Removal and disposal of existing structure, as applicable. 5) Customer is responsible to ensure the existing structure/building is adequate, including any necessary modifications, for the installation of the Equipment, including but not limited to (i) obtaining certified engineer drawings to the extent required by law and (ii) providing Daktronics, upon reasonable request, documentation relating to the existing structure and modifications necessary for Daktronics to perform its work. 6) Mark location of the new Equipment as delineated in the quote. 7) Locate private underground utilities.
8) All landscaping restoration, as required.
9) Provide all landscaping, track, sidewalk and path protection along with site restoration, and/or sprinkler system repair work.
Structures
1) Excavation of foundation(s) including spoils removal. Placement and finishing of concrete for foundations, as applicable.
2) Fabrication, erection and application of finish coatings for all structural components for the installation of the Equipment, as applicable.
Electrical & Data
1) Provide electrical power to all Daktronics supplied load centers/termination panel at/within the Equipment, as applicable. Electrical power shall be installed per all applicable electrical codes and regulations and shall include; transformer, electrical disconnect, panel board with over current protection, J-boxes, receptacles, power drop cords as applicable per Equipment location and product specifications. Provide all required breakers based on the Equipment electrical loads.
2) Provide and install signal cable conduit, with pull string, from control location to each Equipment location. 3) Labor to pull all new signal cable (and remove existing cable, if required). 4) Provide personnel for maintenance and operator training.
Product/Equipment
1) Accept, lift, unload, and inspect all Equipment and control equipment from carrier. 2) Provide storage of all Equipment and control equipment in a safe, dry, and secure location until installation. 3) Lift and mount/install Equipment listed in this quotation according to the product specifications, including placing control equipment in the control room as applicable.
General
1) Not applicable
Structures
1) Not applicable
Electrical & Data
1) Terminate signal cable at control location and Equipment location for Equipment delineated in Daktronics quote
2) Unpack, set-up, hook-up, and testing of control system. 3) Perform maintenance training during installation.
4) Perform final systems testing and commissioning.
Product/Equipment
1) Not applicable
CUSTOMER RESPONSIBILITIES
DAKTRONICS RESPONSIBILITIES
QUALIFICATIONS/CLARIFICATIONS
Attachment A Page 1 of 2
DAKTRONICS QUOTE # 887924-1-1 MAIN
ATTACHMENT A
1) Access: Daktronics requires unobstructed access to Equipment and control room installation site until display is 100%. Installation equipment (lifts, trucks, etc.) are expected to have access directly to the display structure location and control location.
2) Control Room Climate: Normal operating temperature should be between 40° to 90° Fahrenheit (4° to 32° Celsius). Normal operating humidity should be less than 80% non-condensing. Storage temperature should be between -10° to 105° Fahrenheit (-23° to 41° Celsius). Storage humidity should be less than 95% non- condensing. Keep computers and monitors out of direct sunlight during storage. Allow control equipment taken out of storage to return to operating temperature range prior to turning it on (24 hours recommended). 3) Electrical: The maximum voltage is 120 volts line to neutral for all Equipment in this quotation. 4) Building Penetrations: Customer to provide all required building (wall/roof/floor) penetrations for the installation of Daktronics equipment to include all attachment, electrical and low voltage/signal connections as applicable.
Attachment A Page 2 of 2
01007.0006 2151396.1
1 PUBLIC WORKS
AGREEMENT
BETWEEN THE CITY OF
CARSON
AND
CUSTOM SIGNS, INC.
THIS
PUBLIC WORKS
AGREEMENT
(
“
Agreement
”
) is made and entered into this
____ day of _______
____
_, 20
2 6
,
by and between the City of
Carson
, a California
charter city
(
“
City
”
) and
Custom Signs, Inc.,
a California corporation
(
“
Contractor
”
).
City and Contractor
may be referred to,
sometimes
individually or collectively, as
“
Party
”
or
“
Parties.
”
RECITALS
A.
T
he City desires to retain Contractor, on an independent contractor basis, to perform services for public works, as more particularly described below.
B.
Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C.
Pursuant to the City of
Carson
Municipal Code
and California state law
, City has
authority to enter into and execute this Agreement.
D.
The Parties desire to formalize the selection of Contractor for performance of th e
services and desire that the terms of that performance be as particularly defined and described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
ARTICLE 1.
CONTRACTOR
SERVICES
1.1 Scope of Work.
The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the “Scope of Work” attached hereto as
Exhibit A
and incorporated herein by this reference. The
Scope of Work shall include Contractor’s Proposal or Bid Documents submitted for the project entitled
“Carson Park Marquee Install”
(“
Project
”)
.
All such work shall be performed in a
good and workmanlike manner, as reason
ably determined by the City, and shall be performed in
compliance with all local, state, and federal laws and regulations. As used herein, “ Proposal
” or
“
Bid
Documents
” refers to all of the documents included in the solicitation of bids for the Project, including but not limited to, the
Invitation for Bids, Instructions to Bidders, Bid or Bid Proposal, Contract Documents, Special Provisions, Technical Provisions, Construction Plans,
Standard
Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, any applicable Project Labor Agreement, a
xhbit
nd any other documents included, referenced, or
-
2 -
01007.0006 2151396.1
incorporated therein. The Bid Documents are incorporated into this Agreement and made part hereof. In the event of any conflict between the terms of the Bid Documents and this Agreement, the terms of this Agreement shall govern
.
1.2 Incorporation of Greenbook.
The provisions
of the
20 21
Edition of the Standard Specifications for Public Works Construction
, as updated by errata,
(
“
Greenbook
”
) are incorporated herein, except as explicitly
modified by the Bid Documents.
In the event of any conflict between the provisions of the Greenbook and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Labor
and Wage
Law
s
.
(a)
Public Work
.
The Parties acknowledge that the work to be performed under this Agreement is a
“
public work
”
as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the
requirements of
Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the
California Labor Code
relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ( “
DIR
”
) implementing such statutes.
The
work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR.
Contractor shall post job site notices, as prescribed by regulation.
(b)
Registration with DIR
.
Pursuant to Labor Code section 1771.1,
Contractor
and all subcontractors
must be registered with, and pay an annual fee to, the DIR prior to
and
during
the performance of any work under this Agreement.
(c)
Prevailing Wages
.
Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771.
Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at
City Hall
and will be made available to any
interested party on request.
By initiating any work under this Agreement, Contractor acknowledges rec
eipt of a copy of the DIR
determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
If
this
Agreement is subject to the payment of federal prevailing wages under the Davis -
Bacon Act
(40 U.S.C. § 3141
et seq.
), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d)
Penalty for Failure to Pay Prevailing Wages
.
Contractor shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the
City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is empl
oyed for any public work done pursuant to this
Agreement by Contractor or by any subcontractor.
(e)
Payroll Records
.
Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section
1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
-
3 -
01007.0006 2151396.1
(f)
Apprentices
.
Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6
,
and 1777.7 and California
Code of Regulations T
itle 8,
S
ection 200
et seq.
concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide
City with
a copy of the information submitted to any applicable appr enticeship program. Within sixty (60)
days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g)
Eight
-
Hour Work Day
.
Contractor acknowledges that eight (8) hours labor
constitutes a legal day
’
s work. Contractor shall comply with and be bound by Labor Code Section 1810.
(h)
Penalties for Excess Hours
.
Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty -
five dollars ($25) for each
worker employed in the
performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more tha n eight
(8) hours in any one
calendar day and forty (40) hours in a
ny one calendar week in violation of the
provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8)
hours per day,
and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at
not less than one and one
-
half (1½)
times the
basic rate of pay.
(i)
Workers
’
Compensation
.
California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certif
ies as follows:
“
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers ’
compensation or to
undertake self
-
insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.
”
(j)
Contractor
’
s Responsibility for Subcontractors
.
For every subcontractor
who will perform work
under this Agreement
, Contractor shall be responsible for such
subcontractor
’
s compliance with
Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code
, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement.
Contractor shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontr actor
’
s compliance, including
w
ithout limitation, conducting a
review of the certified payroll records of the subcontractor
on a
periodic basis or
upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Contractor
shall diligently take corrective action to halt or
rectify any
such
failure
by any subcontractor.
-
4 -
01007.0006 2151396.1
1.4 Compliance with Project Labor Agreement
If and to the extent that the work to be performed under this Agreement is within the scope of the
City’s
Project Labor Agreement
, which was fully executed as of March 4, 2020,
by and
between the City and
the
Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions
(the “Project Labor Agreement”), City and
Contractor acknowledge and agree that Contractor is required to comply with the provisions of the Project Labor
Agreement, and that in the event of a conflict between the provisions of this Agreement and the Project Labor Agreement, the Project Labor Agreement shall supersede and
take precedence
over the conflicting provision(s) of this Agreement
.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement.
Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor
’
s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, i
ts officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilitie s, difficulties and
restrictions attending performance of the services under this Agreement.
If the services involve
work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the condit
ions there existing, prior to commencement of services
hereunder.
1.7 Discovery of Unknown Conditions.
(a)
Pursuant to Public Contract Code section 7104,
Contractor shall promptly,
and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a C
lass I, II, or III disposal site in accordance with existing law; (ii) subsurface
or latent
physical
conditions
at the site
, materially different from those indicated
by
information about the site made availab
le to bidders prior to the deadline for submitting bids on the project
; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
(b)
City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor
’
s cost of, or the time required for, performance of any part of the work, shall issue a change order
in accordance with
this Agreement.
-
5 -
01007.0006 2151396.1
(c)
In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor
’
s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement.
Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of dispu tes and protests between the contracting
parties.
1.8 Unidentified Utilities.
To the extent required by Government Code section 4215, City will compensate Contractor
for the cost of locating, repairing damage not due to the failure of Contractor to exercise reasonable care, and removing or relocating utility facilities not identified by City in the Bid Documents with reasonable accuracy, and for equipment on the projec
t necessarily idled during such work.
Nothing
herein shall be deemed to require
City
to indicate the presence of existing service laterals or appurtenances whenever the
presence of such utilities on the
project site
can be inferred from the
presence of other visible facilities, such as buildings, meter s,
and junction boxes, on or adjacent to
the site of the construction; provided, however, nothing herein shall relieve City
from identifying
main or trunklines in the plans and specifications.
If
Contractor,
while performing the
work,
discovers utility facilities not identified by
City in the
plans or specifications,
Contractor
shall
immediately notify
City
and
the
utility in writing.
This Agreement is subject to Government Code
s
ections 4126
through
4216.9. Contractor must notify utilities and obtain an i dentification number
before excavation or be subject to liability for damages to subsurface installations.
1.9 Trench Excavation.
Pursuant to Labor Code section 6705, if this Agreement is for more than $25,000 and requires the excavation of any trench or trenches five feet or more in depth, Contractor shall submit, in advance of such excavation, a detailed plan showing the design of shoring, bracing,
sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. The plan shall be reviewed and accepted by the City, or a registered civil or structural eng
ineer employed by the City to whom authority has been
delegated, prior to the excavation. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. This section shall not be deemed to a
llow the use of a shoring, sloping, or protective system less effective than that required by the Construction Safety Orders. This subsection shall not be construed to impose tort liability on the City or any of its employees.
Full compensation for sheet
ing, shoring, bracing, sloping, and all
other provisions required for worker protection shall be considered as included in the contract price shown in the appropriate Bid Item, and no additional compensation will be allowed therefor.
1.10 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or oth er components thereof
to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City ’
s own
-
6 -
01007.0006 2151396.1
negligence.
Stored materials shall be reasonably accessible for inspection.
Contractor shall not,
without City
’
s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.
1.11 Warranty.
Contractor warrants all
work
under the
Agreement
(which for purposes of this Section shall
be deemed to include unauthorized work which has not been removed and any non -
conforming
materials incorporated into the
work
) to be of good quality and free from any defective or faulty material and workmanship.
Contractor agrees that for a period of one year (or the period of time specified elsewhere in the
Agreement
or in any guarantee or warranty provided by any
manufacturer or supplier of equipment or materials i
ncorporated into the
work
, whichever is later)
after the date of final acceptance, Contractor shall within ten (10) d
ays after being notified in
writing by the City of any defect in the
work
or non
-
conformance of the
work
to the
Agreement
,
commence and prosecute with due diligence all
work
necessary to fulfill the terms of the warranty
at
its
sole cost and expense.
Contractor shall
act as soon
as requested by the City in response to an
emergency.
In addition, Contractor shall, at its sole cost and expense, repair , remove
and replace
any portions of the
work
(or work of other contractors) damaged by its defective work
or which
becomes damaged in the course of repairing or replacing defective work
.
For any
work
so
corrected, Contractor
’
s obligation hereunder to correct defective
work
shall be
reinstated for an
additional one year period, commencing with the date of acceptance of such corrected work
.
Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the
Agreement
.
All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole re
sponsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work
, whether express or implied,
are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enfo
rce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails
to perform its obligations under this Section, or under any other warranty or guaranty under this
Agreement
, to the reasonable satisfaction of the City, the
City shall have the right to correct and replace any defective or non -
conforming
work
and any
work damaged by such work or the replacement or correction thereof at Contractor ’
s sole expense.
Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.
1.12 Additional Work and Change Orders.
(a)
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work.
No such extra work
may be undertaken unless a written change order is first given by the City’s Director of Public
Works or City Engineer, or either of their designees,
to the Contractor, incorporating therein any
adjustment in (i) the Contract Sum, and/or (ii) the
time to perform this Agreement, which said
adjustments are subject to the written approval of the Contractor ( “
Change Order
”
).
All Change
-
7 -
01007.0006 2151396.1
Orders must be signed by the Contractor and
City’s Director of Public Works or City Engineer, or
either of their designees,
prior to commencing the extra work thereunder.
(b)
Any increase in compensation of up to ten percent (10%) of the Contract Sum or any increase in the time to perform of up to one hundred eighty (180) days and which are not detrimental to the Work or to the interest of the City, may be approved by the City’s Director
of Public Works or City Engineer, or either of their designees .
Any greater increases, taken either
separately or cumulatively, must be approved by the City Council.
(c)
Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the
Contractor’s Bid
.
If the rates in the
Contractor’s Bid
do
not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and
City’s Director of Public Works or City
Engineer, or either of their designees
.
If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i)
Labor
:
The
cost of labor shall be the actual cost for wages of
workers and subcontractors performing the work for the Change Order at the time such work is done.
The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii)
Materials and Equipment
:
The
cost of materials and equipment shall
be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower.
(iii)
If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order.
The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation,
if applicable; description of other City authorized service s and expenditures in such
detail as the City may require.
Failure to submit a daily report by the close of the next working day may, at the City
’
s sole and absolute discretion, waive the Contractor
’
s rights for that day.
(d)
It is expressly understood by Contractor that
the provisions of this Section
shall not apply to services specifically set forth in the Scope of Work.
Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation the
refor.
City may in its sole and absolute discretion have
similar work done by other contractors.
(e)
No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
-
8 -
01007.0006 2151396.1
1.13 CARB Compliance.
For a project involving the use of in
-
use off
-
road diesel
-
fueled vehicles, as defined by 13
CCR 2449, Contractor shall obtain copies of the valid Certificates of Reported Compliance, as described in 13 CCR 2449(n), for the fleet performing services pursuan t to this contract and all
listed subcontractors, if applicable, prior to commencing any work pursuant to this Contract or any renewed contract with that fleet. Contractor shall indemnify, defend and hold harmless the District, its officers, agents, employ
ees and directors from any liability imposed arising from Contractor’s violation of any regulation set forth in 13 CCR 2449.
1.14 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the
“
Special Requirements
,
”
attached hereto as
Exhibit
B
and incorporated herein
by this reference.
In the event of a conflict between the provisions of
Exhibit
B
and any other
provisions of this Agreement, the provisions of
Exhibit
B
shall govern.
ARTICLE 2.
COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in the “Schedule of Compensation,” attached hereto as Exhibit C
and
incorporated herein by this reference.
Subject to any additions or deductions that may be made by change order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive
total compensation,
including reimbursement of Contractor’s expenses
,
of
Forty Three Thousand Eight Hundred Fourtee
n
Dollars
and Fifty Cents
(
$43,814.50
)
(“
Contract Sum
”)
for completion of the work.
The Contract Sum shall constitute full
compensation for furnishing all materials and for doing all the work contemplated and embraced in this Agreement; and also for all loss or damage arising out of the nature of the work, or from any unforeseen difficult
ies or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the City, and for all risks of every description connected wit h
the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work and for well and faithfully completing the work, and the whole thereof, in the manner and according to the plans and specifications, and the require ments of the Bid Documents and this
Agreement.
The Contract Sum shall be made in the form of progress payments subject to retention pursuant to Section 2.4.
2.2 Invoices.
Each month Contractor shall furnish to City an original invoice for all work performed during the preceding month using the form attached hereto as Exhibit
F
and incorporated herein
by this reference. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement.
A
ll invoices shall include a copy of
Contractor
’s Certified Payroll and proof that Certified
Payroll has been submitted to the DIR.
Contractor
shall also submit a list of the prevailing wage
rates
(including federal prevailing wage rates, if applicable)
for all employees and subcontractors
-
9 -
01007.0006 2151396.1
providing services under this Agreement, as applicable, with Contractor
’s first invoice. If these
rates change at any time during the term of the Agreement, Contractor
shall submit a new list of
rates to the City with its first invoice following the effective date of the rate change.
2.3 Payment
.
(a)
Payments Made
b
y City
.
City shall independently review each invoice
submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred
by Contractor which are disputed by City, City will cause Contractor to be paid
any progress payment
within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant ru n procedures,
the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid
any progress payment
within thirty (30) days of receipt of an
undisputed and properly submitted invoice
and provided the Project is for construction
, Contractor
shall be entitled to the payment of interest to the extent allowed under Public Contract Code S
ection 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be r
eturned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of
any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
(b)
Payments Made
b
y Contractor to Subcontractors
. Contractor shall remit
payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar d
ays if payments are owed by Contractor to any
subcontractor other than a small business enterprise.
2.4 Retention.
Pursuant to Section 9203 of the Public Contract Code, City will deduct a five percent (5%) retention from all progress payments, which shall be released to Contractor no later than sixty (60) days from completion of the work in accordance with Section 7107
of the Public Contract Code.
In the
event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed
one hundred fifty
percent
(150%)
of the disputed amount.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
2.6 Substitution of Securities.
(a)
In conformance with the State of California Public Contract Code, Part 5, Section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.
-
10 -
01007.0006 2151396.1
(b)
At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor’s direct deposit of securities as a substitute for retentio n earnings
required to be withheld by the City. Upon Contractor’s completion of its obligations hereunder, as evidenced by the City’s acceptance of the work pursuant to Section 3.3 hereof, the escrow agent shall return the securities to Contractor. The
escrow agent shall notify the City within ten (10) days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention. Securities sha ll be
held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.
ARTICLE 3.
PERFORMANCE SCHEDULE
3.1 Schedule of Performance.
Contractor shall
complete the Project
within
ninety
(
90 ) calendar days after receiving a
“
Notice to Proceed
”
from the City
in accordance with any schedule contained in
or required to be
provided by
the
Proposal or
Bid Documents
, and any revisions thereof approved by the City in
writing
.
Time is of the essence.
If the work is not completed within said time period, liquidated damages shall apply.
The term of this Agreement shall expire
one
(
1 ) year following City’s
acceptance of the Project.
3.2 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of
One Thousand
Dollars ($
1,000.00
) as liquidated damages for each working day of delay in the performance of any service required hereunder
.
The City may withhold any accrued liquidated damages
from any
monies payable on account of se
rvices performed by the Contractor.
To the extent required by
Government Code
s
ection 4215, Contractor shall not be assessed liquidated damages for delay in completion of the
work
when such delay was caused by the failure of the
City
or owner of the
utility to provide for removal or relocation of utility facilities.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of th e Contractor,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any government
al agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Project Manager
in writing of the
causes of the delay. The
Project Manager
shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the judgment of the
Project Manager
such delay is justified. The
Project Manager
’s determination
-
11 -
01007.0006 2151396.1
shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this
Section.
3.4 Final Acceptance.
A
cceptance of the Project shall only be by action of the City. Neither the acceptance nor any prior inspections or failure to inspect shall constitute a waiver by City of any defects in the work. From and after acceptance, the Project shall be owned and ope rated by City. As a condition
to acceptance,
Contractor
shall certify to City in writing that all of the work has been performed in strict conformity with the Agreement and that all costs have been paid or supplied to City for security required herein, sa
tisfactory to City, guaranteeing such performance.
ARTICLE 4.
COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (
“
Principals
”
) are hereby designated as being the
principals and representatives of Contractor authorized to act o
n its behalf with respect to the work
specified herein and make all decisions in connection therewith:
Tim Schwan
____________
President
_________
(Name)
(Title)
________________________
________________________
(Name)
(Title)
________________________
________________________
(Name)
(Title)
The
Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
All
personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals.
For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.
Ad
ditionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor
’
s staff and subcontractors, if any, assigned to perform the services required under this Agreement.
Contractor shall notify City of any changes in
Contractor
’
s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Contractor.
Contractor
shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in
-
12 -
01007.0006 2151396.1
writing by City.
Contractor
shall not at any time or in any manner represent that
Contractor
or any
of
Contractor
’
s officers, employees, or agents are in any manner officials, officers, employees or agents of City.
Neither
Contractor
, nor any of
Contractor
’
s officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City
’
s employees.
Contractor
expressly waives any claim
Contractor
may have to any such rights.
4.3 Project Manager
.
The
Project Manager
shall be
Freddy Loza, Public Works Superintenden
t,
or
any other
person as may be designated by the
City’s Director of Public Works or City Engineer
. It shall be
the
Contractor
’
s responsibility to assure that the
Project Manager
is kept informed of the progress
of the performance of the services and the
Contractor
shall refer any decisions which must be made
by City to the
Project Manager
. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the
Project Manager
. The
Project Manager
shall have
authority, if specified in writing by the
City’s Director of Public Works or City Engineer
, to sign
all documents on behalf of the City required hereunder to carry out the terms of this Agreem ent.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision or control of Contractor
’
s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service.
Contractor shall perform all services required herein as an independent contractor of City a
nd shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.
City shall not in any way or
for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement.
Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City.
All subcontractors shall
obtain, at its or Contractor
’
s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by l
aw for the performance of any services or work under this Agreement.
In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City .
Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or cont rol of Contractor, taking all
transfers into account on a cumulative basis.
In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void.
No approved transfer shall
release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
-
13 -
01007.0006 2151396.1
ARTICLE 5.
INSURANCE
AND
INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting
Contractor
’
s indemnification of City, and prior to commencement of any services under this Agreement,
Contractor
shall obtain, provide and maintain at its own expense
during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a)
General
L
iability
I
nsurance
. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form ISO CGL CG 00 01 or equivalent, in an amount not less than $
1 ,000,000 per occurrence, $
2 ,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b)
Automobile liability insurance
. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form ISO CA 00 01, including “any auto”
and endorsement CA 0025 or equivalent,
covering bodily injury and property damage for all
activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount
not les
s than $2,000,000 combined single limit for each acc
ident.
(c)
Workers
’
compensation insurance
.
Contractor
shall maintain Workers
’
Compensation Insurance (Statutory Limits) and Employer
’
s Liability Insurance (with limits of at
least $1,000,000).
(d)
Builder’s Risk Insurance
. Contractor shall maintain Builder’s Risk (Course
of Construction) insurance utilizing an
“
All Risk
”
(Special Perils) coverage form, with limits equal
to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions.
The policy must include:
(1) coverage for any ensuing loss from faulty workmanship, n
onconforming
w
ork, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3)
coverage for removal of debris, and insuring the
buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the
p
roject; (4)
o
rdinance or law coverage for contingent rebuilding,
demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or
receiving contractor), with sub
-
limits sufficient to insure the full replacement value of any key equipment item; (6)
o
cean marine cargo coverage insuring any
p
ro
ject materials or supplies, if
applicable; (7) coverage with sub
-
limits sufficient to insure the full replacement value of any property or equipment stored either on or off the
project s
ite or any staging area.
If the
P
roject does not involve new or major reconstruction,
then
at the option of
City
, an Installation
Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, m
achinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, b
roken, or destroyed during the performance of the
w
ork, including during transit,
installation, and testing at the
Project
site.
-
14 -
01007.0006 2151396.1
(e)
Pollution Liability Insurance
. Contractor shall maintain Environmental
Impairment Liability insurance, written on a C
ontractor
’s Pollution Liability form or other form
acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and $2,000,000
in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as
“
covered operations.
”
The pol
icy shall provide coverage for the hauling
of waste from the project site to the final disposal location, including non -
owned disposal sites.
Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using
subcontractors, the
p
olicy must
include work performed
“
by or on behalf
”
of the insured. Policy shall contain no language that
would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Polic
y shall specifically provide for a duty to defend on the part of the insurer.
If
C
ontractor maintains broader coverage and/or higher limits than the minimums shown above,
City
requires and shall be entitled to the broader coverage and/or the higher limits maintained by
C
ontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
City
.
5.2 General Insurance Requirements.
(a)
Subcontractors
. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(b)
Proof of
I
nsurance
.
Contractor
shall provide certificates of insurance
and
endorsements
to City as evidence of the insurance coverage
s
required herein, along with a waiver
of subrogation endorsement for workers
’
compensation. Insurance certificates and endorsements
must be approved by City
’
s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certifie d copies of all required insurance
policies, at any time.
(c)
Duration of
C
overage
.
Contractor
shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor
, its agents, representatives, employees or
subcontractors
.
(d)
Primary/noncontributing
. Coverage provided by
Contractor
shall be
primary and any insurance or self
-
insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umb
rella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non -
contributory basis for the benefit of City before the City ’
s own
insurance or self
-
insurance shall
be called upon to protect it as a named insured.
-
15 -
01007.0006 2151396.1
(e)
City
’
s
R
ights
of
E
nforcement
. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will
be promptly reimbursed by
Contractor
or City will withhold amounts sufficient
to pay premium from
Contractor
payments. In the alternative, City may cancel this Agreement.
(f)
Waiver of
S
ubrogation
. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor
or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.
Contractor
hereby waives its own right of recovery against
City, and shall require similar written express waivers and insurance clauses from each of its
subcontractors
.
(g)
Enforcement of
C
ontract
P
rovisions
(non
-
estoppel)
.
Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor
of non
-
compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h)
Requirements
N
ot
L
imiting
. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given cover
age feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the
Contractor
ma
intains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor
. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i)
Notice of
C
ancellation
.
Contractor
agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j)
Additional
I
nsured
S
tatus
. General
and
a
uto
liability policies shall provide
or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability polic
ies.
(k)
Prohibition of
U
ndisclosed
C
overage
L
imitations
. None of the coverages
required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(l)
Separation of
I
nsureds
. A severability of interests provision must apply for
all additional insureds ensuring that
Contractor
’
s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer ’
s limits of
liability. The policy(ies) shall not contain any cross
-
liability exclusions.
-
16 -
01007.0006 2151396.1
(m)
Pass
T
hrough
C
lause
.
Contractor
agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in the project by
Contractor
, provide the same minimum insurance coverage and endorsements required of
Contractor
.
Contractor
agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.
Contractor
agrees that upon request, all ag
reements with consultants, subcontractors,
and others engaged in the project will be submitted to City for review.
(n)
Agency
’
s
R
ight
to
R
evise
S
pecifications
. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by giving the
Contractor
ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the
Contractor
, the City and
Contractor
may renegotiate
Contractor
’
s compensation.
(o)
Self
-
I
nsured
R
etentions
. Any self
-
insured retentions must be declared to
and approved by City. City reserves the right to require that self -
insured retentions be eliminated,
lowered, or replaced by a deductible. Self
-
insurance will not be considered to comply with these
specific
ations unless approved by City.
(p)
Timely
N
otice
of
C
laims
.
Contractor
shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor
’
s performance
under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q)
Additional
I
nsurance
.
Contractor
shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers (each, an
“Indemnitee”)
from and against all
liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with
Contractor's
performance
of
work
under this Agreement
or its failure to comply with any of
its obligations contained in this Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of the City. Should conflict of interest princip les
preclude a single legal counsel from representing both City and Contractor, or should City otherwise find Contractor’s legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable le gal counsels fees, expert fees and all
other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier o
f fact to have been the result of the Contractor’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of Califor nia and will
survive termination of this Agreement.
-
17 -
01007.0006 2151396.1
Contractor obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without
affecting the rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligen
ce is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability i
nvolved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.
5.4 Notification of Third
-
Party Claims.
City shall timely notify Contractor of the receipt of any third -
party claim relating to the
work under this Agreement.
City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.
5.5 Performance and Payment
Bonds.
Concurrently with execution of this Agreement, Contractor shall deliver to the City all of the following bonds if the Contract Sum should exceed $25,000:
(a)
A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section
2.1. (b)
A payment bond, securing the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section 2.1.
All bonds shall be on the applicable forms provided in
Exhibit
D
and
Exhibit
E
attached
hereto and made part hereof. The bonds shall each contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney. The bonds shall be uncondit
ional and remain in force during the entire term of
the Agreement until released pursuant to Section 5.7 hereof.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -
” or better in the most recent edition of
Best’s Rating Guide, The Key Rating Guide or in the Federal Register , and only if they are of a
financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the
insurance policies and the bonds
m
ay be changed accordingly upon
receipt of written notice from the City’s Risk Manager.
-
18 -
01007.0006 2151396.1
5.7 Release of Securities.
City shall release the performance bond and payment bond when the following have occurred:
(a)
Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement;
(b)
the Project has been accepted; and
(c
)
after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the payment bond until such claims have been resolved,
Contractor
has provided statutory bond, or otherwise as
required by applicable law.
ARTICLE 6.
RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents r elating to the disbursements
charged to City and services performed hereunder (the
“
books and records
”
), as shall be necessary
to perform the services required by this Agreement and enable the Project Manager
to evaluate the
performance of such services.
A
ny and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed.
The
Project Manager
shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.
Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such r ecords in the event any audit is required.
In the event of dissolution of Contractor
’
s business, custody of the books and records may be given to City, and access shall be provided by Contractor
’
s successor in interest.
Notwithstanding the
above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Project Manager
such reports
concerning the performance of the services required by this Agreement as the Project Manager
shall require.
Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement.
For this reason, Contractor agrees
that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the c
ost of the work
or services contemplated herein
,
Contractor shall promptly notify the
Project Manager
of said fact, circumstance, technique or event
and the estimated increased or
decreased cost related thereto
.
-
19 -
01007.0006 2151396.1
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “
documents and materials
”
)
prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Project
Manager
or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation
as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City ’
s sole risk and without
liability to Contractor, and Contractor
’
s guarantee and warranties shall not extend to such use, reuse or assignment.
Contractor may retain copies of such document
s for its own use.
Contractor
shall have an unrestricted right to use the concepts embodied therein.
All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
Moreover,
Contractor
with respect to any documents and materials that may
qualify as
“
works made for hire
”
as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed
“
works made for hire
”
for the City.
6.4 Confidentiality and Release of Information.
(a)
I
nformation gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor.
Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager
.
(b)
Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the
Project Manager
or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.
Response to a subpoena or court order shall not be considered “
voluntary
”
provided
Contractor gives City notice of such court order or subpoena .
(c)
If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorneys
’
fees, caused by or incurred as a result of Contractor
’
s conduct.
(d)
Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other disco
very
request, court order or subpoena from any party regarding this Agreement and the work performed there under.
City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding.
Contrac
tor agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
-
20 -
01007.0006 2151396.1
Contractor.
However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7.
ENFORCEMENT OF AGREEMENT
; DEFAULT
, SUSPENSION
AND
TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of
Los Angeles
, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the even
t of such action.
In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the
Central
District of California, in the County of
Los
Angeles
, State of California.
7.2 Default of Contractor.
Contractor’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contract or for any work performed after
the date of default and can terminate or suspend this Agreement immediately by written notice to Contractor. If the Project Manager determines that Contractor is in default in the performance of any of the terms or condition
s of this Agreement, the Project Manager shall cause to be served upon Contractor a written notice of the default. Contractor shall have ten
(
10 ) days after service
upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other pr
ovision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other
remedy to which it may be entitled at law, in
equity or under this Agreement.
7.3 Suspension and
Termination.
(a)
The City may at any time, for any reason, with or without cause, suspend this Agreement, or any portion hereof, by serving upon Contractor at least ten (10) days
prior
written notice. Upon receipt of said notice, Contractor shall immediately cease all
work under this
Agreement, unless the notice provides otherwise. If the City suspends a portion of this Agreement such suspension shall not make void or
invalidate the remainder of this Agreement.
(b)
This Agreement may be terminated by either party for cause. The City may terminate this Agreement without cause upon thirty (30) days’ written notice of termination. Upon termination, Contractor shall be entitled to compensation for completion of any portion of the
Project accepted by City
up to the effective date of termination
unless any portion of the Project is
accepted by City after termination in which event Contractor shall be paid for such completed portion.
-
21 -
01007.0006 2151396.1
7.4 Dispute
Resolution Process.
Section 20104
et seq
.
of the California Public Contract Code prescribes a process utilizing informal co
nferences, non
-
binding judicial
-
supervised mediation, and judicial arbitration to
resolve disputes on construction claims of $375,000 or less. Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.
The inte
nt of this Section is to implement Sections 20104
et seq
. and Section 9204 of the California
Public Contract Code. This S
ection shall be construed to be consistent with said statutes.
For purposes of these procedures,
“c
laim
”
means a separate demand by the Contractor,
after the City has denied Contractor’s timely and duly made request for payment for ext ra work
and/or a time extension
, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Agreement
and payment of which is
not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the
City.
The following requirements apply to all claims to which this section applies:
(a)
Claim Submittal
.
The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede
notice requirements otherwise provided
in the Agreement
for the filing of claims, including all
requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contractual requirements s hall bar any claims or
subsequent lawsuits for compensation or payment thereon.
(b)
Supporting Documentation
.
The Contractor shall submit all claims in the
following format:
(i)
Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
(ii)
List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other.
(iii)
Chronology of events and correspondence related to the claim.
(iv)
Statement of grounds for the claim.
(v)
Analysis of the claim’s cost, if any.
(vi)
Analysis of the claim’s time/schedule impact, if any.
(c)
City’s Response
.
Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what po
rtion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement.
-
22 -
01007.0006 2151396.1
(i)
If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45
-
day period, or extens
ion, expires to provide the Contractor
a written statement identifying the disputed portion and the undisputed portion.
(ii)
Within 30 days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be re quested and
provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.
(iii)
The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that
taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d)
Meet
a
nd Confer
.
If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City’s response or within 15 days of the City’s fail
ure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 3
0 days for settlement of the dispute.
(e)
Mediation
.
Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the co
ntractor in writing, shall be submitted to nonbinding
mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the cla
im has been identified in writing, unless the parties agree to select a mediator at a later time.
(i)
If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged b y its respective
mediator in connection with the selection of the neutral mediator.
(ii)
For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation
or by
issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
-
23 -
01007.0006 2151396.1
(iii)
Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.
(iv)
All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.
(f)
City’s Responses
.
The City’s failure to respond to a claim from the
Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is deni
ed by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility
of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.
(g)
Government Code Claims
.
If following the mediation, the claim or any
portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code Section 900
et seq.
prior to filing any lawsuit against the City. Such
Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed wo
rk, construction claims, and/or changed conditions, inclu ding any required
mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed
no earlier than the date that Contractor completes
all contractual prerequisites to filing a Government Code claim, including any required mediation.
A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises a
fter the Government Code claim is submitted. For purposes of Government Code Section 900
et seq
., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and conf er conference or mediation that
does not result in a complete resolutions of all claims.
(h)
Civil Actions for Claims of $375,000 or Less
.
The following procedures
are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i)
Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non -
binding mediation unless waived by
mutual stipulation of both parties or unless mediation was held prior to commencement of the
action in accordance with Public Contract Code section 9204 and the procedures in this Section.
The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and
shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court
or by stipulation of both parties
.
If the parties fail to select a mediator within the 15
-
day period, either party may petition the court
to appoint the mediator.
-
24 -
01007.0006 2151396.1
(ii)
If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 114 1 .11 of that code. The Civil
Discovery Act (
Title 4
(commencing with Section 2016
.010
) of Part 4 of the Code of Civil
Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.
(iii)
Upon stipulation of the parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed the ir
customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division.
(iv)
In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition t o payment
of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo.
7.5 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.
No dela
y or omission in the exercise of any right or remedy by a non
-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.6 Rights and Remedies
A
re
Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercis e by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the other party.
7.7 Unfair Business Practices Claims.
Pursuant to Public Contract Code section 7103.5, i
n entering into this Agreement,
Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (comme
ncing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement.
This assignment shall be made and b
ecome effective at the time the City
t
enders final
payment to the Contractor without further acknowledgment by
the Parties.
-
25 -
01007.0006 2151396.1
ARTICLE 8.
CITY OFFICERS AND EMPLOYEES: NON
-
DISCRIMINATION
8.1 Non
-
liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor
’
s performance of services under this
Agreement.
Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of t
he
Project Manager
.
Contractor agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which
a
ffects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation.
The Contractor warrants that it has not paid or given and will not pay or give any third party any m
oney or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religi on, sex, gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement.
Contractor shall take affirmative action to insure that applicants are employed and that employees are treated du
ring employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8
U.S.C.
§
1101
et seq.
, as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein.
Should Contractor so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and s
hall reimb
urse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys ’
fees, incurred by City.
-
26 -
01007.0006 2151396.1
ARTICLE 9.
MISCELLANEOUS PROVISIONS
9.1 Provisions Required By Law.
Each and every provision of law and clause required by law to be inserted in this Agreement
shall be deemed to be inserted herein, and the
Agreement
shall be read and enforced as though it
were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either party, the contract shall forthwith be physically amended to m
ake such insertion or correction.
9.2 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first
-
class mail, in the case
of the City, to the City Manager
and to the attention of the Project Manager (with her/his name and City title), City of Carson
,
701
E Carson Street
,
Carson,
California
90745
and in the case of the
Contractor
, to the person(s) at the
address designated on
the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -
two (72) hours from the time of
mailing if mailed as provided in this Section.
9.3 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.4 Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital.
9.5 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties.
It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, an
d none shall be used to interpret this Agreement.
No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City.
The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
-
27 -
01007.0006 2151396.1
9.6 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unen forceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid pr
ovision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.7 Warranty & Representation of Non
-
Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in v
iolation of any State or municipal statute or regulation.
The determination of
“
financial interest
”
shall be consistent with State law and shall not include interests found to be “
remote
”
or
“
noninterests
”
pursuant to Government Code Sections 1091 or 1091.5.
Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or conse
quence of obtaining or being awarded any agreement.
Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not l imited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement.
Contractor is
aware of and understands that any such act(s), omission(s) or othe r conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Contractor’s Authorized Initials _______
9.8 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreeme nt, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
This Agreement shall
be binding upon the heirs, executors, a
dministrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
-
28 -
01007.0006 2151396.1
IN WITNESS WHEREOF
, the parties hereto have executed this Agreement on the date and year first
-
above written.
CITY
:
CITY OF CARSON,
a California charter
city
______________________________
David C. Roberts, Jr., City Manager
ATTEST:
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
____________________________
_____
___
Sunny K. Soltani, City Attorney
[rjl]
CONTRACTOR
:
CUSTOM SIGNS, INC., a California
corporation
*
By:
______
_________________________
Name:
______
_______________________
Title:
______
_______________________
*
By:
______
_________________________
Name:
______
_______________________
Title:
______
_______________________
Address:
962 W. Foothill Blvd.
Azusa, CA 91702
*
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial
Officer or any Assistant Treasurer.
APPROPRIATE
ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR ’
S
BUSINESS ENTITY.
01007.0006 2151396.1
EXHIBIT A
SCOPE OF WORK
I
NSTALL CUSTOMER SUPPLIED DAKTRONICS UNITS
-
FREESTANDING:
Receive two Daktronics 4'2"X11'1" GT6x units, uncrate and prepare for double face, two tube installation of marquee at Carson Park in the City of Carson, an illustration of which is depicted in Exhibit “A
-
1,” attached hereto and incorporated herein by refe
rence. This will include the
following:
• Enclose ends for monolithic appearance.
• Fabricate one 28"X11'1" non
-
illuminated ID sign.
• Dig two 30"X8' holes, set rebar cages and 8" painted square tubes in 3,500 psi. concrete with mow curb.
• Install message centers and ID sign onto tubes.
• Connect power at the location of the sign.
• Include structural engineering from CA licensed engineer. Power to the location of the sign shall be by others.
Custom Signs will not be responsible for the underground obstructions or the repair thereof. This price includes prevailing wage for onsite labor. Bonds are included. This price includes material, labor and tax. Permits, inspections and all related costs a re NOT included.
01007.0006 2151396.1
01007.0006 2151396.1
EXHIBIT B
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
If the Parties wish to revise provisions in the Agreement above (from page 1 through the signature page), then the revisions shall be presented in this Exhibit B, with deletions shown in strike through
and additions shown in
bold and italics
.
None.
01007.0006 2151396.1
EXHIBIT C
SCHEDULE OF COMPENSATION
I.
Contractor shall complete work for the Project in accordance with the Scope of Work.
II.
The City will compensate Contractor for work performed and expenses incurred toward completion of the Project upon submission of a valid invoice. In addition to what is required under Section 2.2 of the Agreement, each invoice is to include:
A.
Line items for all personnel describing the work performed.
B.
Line items for all materials and equipment properly charged to the Project
.
C.
Line items for the price and quantity of all materials, equipment and work.
D.
Line items for all other approved reimbursable expenses claimed, with supporting documentation.
E.
Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Project.
III.
The total compensation for the Project shall not exceed $43,814.50
as provided in
Section 2.1 of this Agreement.
01007.0006 2151396.1
EXHIBIT
D
PERFORMANCE BOND
We,
Custom Signs, Inc.,
a California corporation
, as Principal, and _
______
___________, as
Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of Forty
Three Thousand Eight Hundred Fourteen Dollars and Fifty Cents ($43,814.50) . City and
Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies) referenced in said agreem
ent. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as
executed by City and Principal.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall in all things stand to and abide by, and well and truly keep and perform all of the covenants, conditions, and provisions in said agreement, and any alteration thereof made as therein pro vided, on Principal's
part to be kept and performed at the time and in the manner therein specified, and shall indemnify and save harmless the City, City’s engineer, and their consultants, and each of their officials, directors, officers, employees and age
nts, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
Surety agrees that should it fail to take over and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement, Surety will promptly on demand deposit with City such amount as City may reasonably es timate as the cost of completing all of
Principal's obligations. Surety's obligation for payment herein shall exist, notwithstanding any controversy between Principal and City regarding Principal's failure under the agreement, and payment by Surety should
be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligations herein and shall be deemed proper payment as between Principal and Surety.
Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder or the plans and specifications, or any matters unknown to Surety which may affect Surety's risk shall in any wis e affect its obligation on this
bond, and it does thereby waive notice thereof.
Principal and Surety agree that if the City is required to engage the services of an attorney in connection with the enforcement of this bond, each shall pay City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum.
01007.0006 2151396.1
Executed this
day of _________, ____.
Seal of Corporation
_____________
By:____________________________________
Authorized Representative of Principal
Title: _____________
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one)
Surety's agent for service
of process in California:
( ) _____________________
[name of surety company]
_________________________
____________________________________
Name
Street Number
_________________________
____________________________________
Street Number
City and State
_________________________
____________________________________
City and State
Telephone Number
_________________________
Telephone Number
By:____________________________________
Attorney in Fact or other
Representative
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.
Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury
Department), and otherwise meet the
requirements of the agreement.
01007.0006 2151396.1
EXHIBIT
E
PAYMENT
BOND
We,
Custom Signs, Inc.,
a California corporation
, as Principal, and _
___________
___________,
as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) and those for whose benefit this bond insures in the sum of
Forty Three Thousand Eight Hundred Fourteen Dollars and Fifty Cents ($43,814.50)
. City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and inco
rporated by reference herein, for completion of public works for the property(ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal there
in if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal. If Principal or any of Principal's contractors or subcontractors, fails to pay any of the persons named
in Section 9000
et seq
. of the
California Civil Code employed in the performance of the agreement for materials furnished or for labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, then Surety shall pay the sam e in an amount not exceeding the sum
specified above, and also shall pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court.
Surety agrees that it shall pay the amounts due the persons above named and diligently perform the agreement upon Principal's default after notice and within the time specified in the agreement.
If Surety fails to perform within the times specified in the
agreement, Surety shall promptly on
demand deposit with City such amount as City may reasonably estimate as the cost of completing all of Principal's obligations. Surety's obligation for payment herein shall extend, notwithstanding any controversy betwee
n Principal and City regarding Principal's failure under the agreement.
Principal and Surety agree that any payment by Surety pursuant to this paragraph should be conclusively presumed between the parties herein to relieve, as demanded, Surety's obligatio n
herein and shall be deemed proper payment as between Principal and Surety.
This bond shall insure to the benefit of any and all of the persons named in Section 9000 et seq
. of
the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this bond.
Surety agrees that no change, extension of time, alteration, or addition to the terms of the agreement, or the work to be performed thereunder, or the plans and specifications, or any matters unknown to Surety which might affect Surety's risk, shall in any
way affect its obligation on this
bond, and it does hereby waive notice thereof.
Principal and Surety agree that should City become a party to any action on this bond, that each will also pay City's reasonable attorneys' fees incurred therein in addition to the above sums.
01007.0006 2151396.1
Executed this _____________ day of ___________, ______.
Seal of Corporation
______________
By:______________________________
Authorized Representative of Principal
Title: __________
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)
Any claims under this bond may be addressed to: (check one)
Surety's agent for service
of process in California:
( ) ________________
[name of surety]
_________________________
_____________________________
Name
Street Number
_________________________
_____________________________
Street Number
City and State
_________________________
_____________________________
City and State
Telephone Number
_________________________
Telephone Number
By:_____________________________
Attorney in Fact or other
Representative
(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)
Furnish the name, address and phone number of the company agent as well as the surety company.
Sureties must be authorized to do business in and have an agent for service of process in California and be on the accredited list of the United States Treasury Department (their bonds will be limited to such amounts as would be acceptable to the Treasury
Department), and otherwise meet the
requirements of the agreement.
01007.0006 2151396.1
EXHIBIT
F
INVOICE FORM
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 16, 2026, 5:00 PM
CONSENT 29. 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 PURCHASE, SUPPORT, AND MAINTENANCEAGREEMENT WITH MIS SECURITY LLC FOR THE RONIN WEAPONS DETECTION SYSTEM (CITY COUNCIL) I. SUMMARY
Staff recommends that the City Council approve a five-year Purchase, Support, and Maintenance Agreement with MIS Security, LLC for the purchase, installation, training, support, and maintenance of the RONIN Weapons Detection System in an amount not to exceed $82,455.00.
Following an assessment of the City's security screening needs, the City issued IFB No. 26-18, Weapons Detection System, on May 11, 2026, to procure advanced weapons detection technology for use at City Hall and other public- facing City facilities and events. Four bids were received in response to the solicitation. Following evaluation of the submitted bids and verification of proposer eligibility, staff determined that MIS Security LLC is the lowest responsive and responsible bidder meeting the requirements of IFB No. 26-18 and registered and authorized to transact intrastate business in California through the California Secretary of State's Office. Accordingly, staff recommends award of the agreement to MIS Security, LLC.
II. RECOMMENDATION
1. APPROVE a five-year Purchase, Support, and Maintenance Agreement with MIS Security, LLC for the purchase, installation, training, support, and maintenance of the RONIN Weapons Detection System in an amount not to exceed $82,455.00; 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 Public Safety & Emergency Management Department conducted an assessment of security screening needs at City Hall and other public-facing City facilities, operations, and events. Through this assessment, staff identified the need for advanced weapons detection technology capable of enhancing security screening operations while maintaining efficient pedestrian flow, minimizing operational disruptions, and supporting flexible deployment throughout City facilities and public events.
To procure these services, the City issued IFB No. 26-18, Weapons Detection System, on May 11, 2026. The solicitation sought advanced weapons detection technology, software, installation, training, maintenance, and related support services necessary to provide a complete weapons detection solution for the City. The solicitation closed on June 1, 2026, at 10:00 a.m., and four bids were received from Athena Security, Entry Shield Security, MIS Security, LLC, and Xtract One Technologies.
As part of the City's evaluation process, staff reviewed each bid for responsiveness and verified each proposer's responsibility and eligibility to conduct business within the State of California. During this review, staff determined that Athena Security, Entry Shield Security, and Xtract One Technologies were not registered and authorized to transact intrastate business in California through the California Secretary of State's Office at the time of the evaluation. Accordingly, those firms were determined to be ineligible for award.
MIS Security, LLC was determined to be the lowest responsive and responsible bidder meeting the requirements of IFB No. 26-18 and registered and authorized to transact intrastate business in California through the California Secretary of State's Office. The proposed RONIN Weapons Detection System utilizes advanced weapons detection technology designed to enhance security screening operations while supporting efficient pedestrian throughput, minimizing operational disruptions, and providing a flexible solution for deployment at City Hall and other City facilities and events.
The RONIN Weapons Detection System is intended to improve the City's ability to provide a safe and secure environment for employees, residents, visitors, elected officials, contractors, and participants attending City- sponsored events by supporting efficient and unobtrusive screening operations while minimizing impacts to pedestrian flow.
Accordingly, staff recommends approval of the proposed five-year Purchase, Support, and Maintenance Agreement with MIS Security, LLC for the purchase, installation, training, support, and maintenance of the RONIN Weapons Detection System.
V. FISCAL IMPACT
The proposed five-year Purchase, Support, and Maintenance Agreement with MIS Security, LLC is in an amount not to exceed $82,455.00. Funding for the agreement is budgeted and available in Account No. 101-55-552-101- 6004.
VI. EXHIBITS
1. IFB 26-18 Weapons Detection System Packet
2. MIS Security, LLC Bid Submission
3. Purchase, Support, and Maintenance Agreement with MIS Security, LLC Attachments
1. IFB 26-18 Weapons Detection System Packet
2. MIS Security LLC Bid Submission
3. (MSI Security LLC) Agreement for AI Weapons Detection System 1 CITY OF CARSON
NOTICE OF INVITATION FOR BIDS (IFB): #26-18
Notice is hereby given that the Purchasing Manager is seeking bids for:
WEAPONS DETECTION SYSTEM
ISSUE DATE:
05/11/2026
Q&A DEADLINE:
05/18/2026 | 9:00 AM
IFB DEADLINE:
05/28/2026 | 10:00 AM
Register as a vendor and submit electronic responses via PlanetBids:
https://www.planetbids.com/portal/portal.cfm?CompanyID=32461.
No late responses will be accepted. Any response for this solicitation not submitted through PlanetBids is unauthorized and will be considered invalid. Any attempt to lobby members of the Carson City Council, or City of Carson staff during the release of t he solicitation and the announcement of the award determination, may result in disqualification from the selection process.
To view other bidding opportunities from the City of Carson, please visit:
https://ci.carson.ca.us/Finance/Bidding.aspx.
Josilla Togiola, Purchasing Manager
2 A. SUMMARY
The City of Carson (“City”) is soliciting bids from qualified bidders to provide one (1) advanced weapons detection screening system configured as a single pedestrian screening lane consisting of two (2) detection pillars for installation at City Hall. The system shall be designed to support enhanced security screening operations through unobtrusive detection technology while maintaining efficient pedestrian flow and minimizing operational disruptions within a municipal environment. Any future expansion, including additional systems or deployments at other City facilities or events, shall be at the sole discretion of the City.
The scope of work includes furnishing, delivery, installation, configuration, training, maintenance, technical support, software, warranty services, and all related services necessary to ensure a fully operational system for the duration of the contract term.
The City reserves the right to award one (1) or more contracts, if determined to be in the best interest of the City, to the lowest responsive and responsible bidder(s) meeting the requirements of this IFB.
The anticipated contract term is five (5) years from the effective date of the executed agreement.
B. BACKGROUND
Incorporated as a general law city on February 20, 1968, the City of Carson became a California charter city on November 6, 2018, following voter approval. As one of the youngest municipalities in the South Bay region of Los Angeles County, Carson has grow n significantly—from a population of 61,000 in 1968 to nearly 100,000 residents today. The City spans 19.2 square miles and is located less than 20 miles south of downtown Los Angeles.
Carson is a culturally diverse and strategically located community with exceptional accessibility. The City is served by four major freeways —Harbor (110), San Diego (405), Artesia (91), and Long Beach (710) —and is conveniently located near Los Angeles International Airport, Long Beach Airport, the Port of Los Angeles, and the Port of Long Beach.
Public transportation options include the MTA Bus Line and the City-operated Carson Circuit, providing efficient local transit.
Known for its modern infrastructure and business -friendly environment, Carson is home to major petrochemical, electronics, automotive, aerospace, trucking, and high -tech industries.
Many companies headquartered in Carson have received both regional and local beautification awards. Through strong public-private partnerships, Carson continues to foster economic vitality and a promising future.
C. GENERAL IFB POLICIES
The City of Carson reserves the right to modify this Invitation for Bids (IFB) at its sole discretion. Any revisions or clarifications will be issued in writing through official addenda via PlanetBids. Oral communications or modifications will not be recog nized. All addenda released during the solicitation period shall become part of this IFB.
Bids must be submitted electronically through the City’s online bid management system (PlanetBids) by the specified due date and time. The City reserves the right to take any action deemed to be in its best interest.
3 Bids may be withdrawn without penalty prior to the deadline by selecting the “Withdraw” option on Planet Bids. Once the deadline has passed and bids are opened by the Purchasing Manager or designee, submissions may not be withdrawn for a period of ninety (90) calendar days.
No contract exists unless and until the City Council formally awards a contract and the contract is executed. If awarded, the contract is anticipated to be executed within approximately 90 to 180 calendar days following the bid due date.
Unless otherwise stated, all bid documents must be submitted in PDF format. It is the sole responsibility of the bidder to ensure that all documents are properly formatted, completed, and successfully uploaded to the City’s online bid system. Incomplete, corrupt, or unreadable submissions may be deemed nonresponsive.
For technical assistance with electronic submission (e.g., vendor registration, document management, password reset, bid confirmation), bidders must contact PlanetBids directly at (818) 992-1771. All questions or requests for clarification regarding this IFB must be submitted electronically through PlanetBids by the deadline specified in the IFB. Direct contact with City personnel or elected officials regarding this IFB is strictly prohibited. Any response not provided through PlanetBids is considered unauthorized and invalid.
Bidders are solely responsible for ensuring timely submission. Late bids will not be accepted— no exceptions. Upon successful submission, a confirmation number with timestamp will be issued by PlanetBids. Only bids with a verified timestamp will be considered.
This IFB does not commit the City of Carson to award a contract or to reimburse any costs incurred in the preparation or submission of a response. All materials submitted become the property of the City.
Order of Precedence. In the event of any conflict, discrepancy, or inconsistency between this IFB and any bid submitted by a bidder and/or any other written area, the terms, conditions, and requirements of this IFB shall prevail and govern.
NOTE: E-bids are sealed and cannot be viewed by the City until the official closing date and time. To withdraw a submission before the deadline, return to the PlanetBids Vendor portal and select the “Withdraw” option.
D. CITY’S RIGHTS RESERVED
The City reserves the right, at its sole discretion to:
1. Accept or reject any or all bids, in whole or in part, and waive any informalities or irregularities in the bids.
2. Request clarification, correction, or additional information from any bidder regarding their submittal.
3. Investigate and evaluate bidder responsibility using any criteria authorized under the City of Carson Municipal Code (“CMC”) and applicable law. This may include, but is not limited to, consideration of bidder experience, financial capacity, technical capa bility, integrity, prior performance, litigation history, compliance history, and ability to successfully perform the contract requirements.
4. Reject non-conforming, non-responsive, or conditional bids including any bidder who has previously failed to perform properly, has a record of noncompliance with contract requirements, or has engaged in conduct that may affect the bidder’s ability to perform responsibly;
5. Reissue the IFB, in whole or in part, or issue a modified solicitation as deemed necessary.
6. Take any action it deems necessary to protect the City’s interests, including actions not
4 specifically described in this section but permitted by law; and to
7. Cancel, postpone, or extend the IFB process at any time prior to contract award, without liability of obligation to any bidder.
E. BID SUBMISSION REQUIREMENTS
All bids in response to this IFB must be submitted electronically via PlanetBids no later than the due date and time established on the cover page of this solicitation document. All bid documents must be signed and dated by an official authorized to legall y bind the entity and enter into a contract. All bid documents shall be uploaded in PDF format.
It is the sole responsibility of the bidder to ensure sufficient time to prepare, scan, and upload documents into PlanetBids prior to the deadline, as the system will lock and not allow entry of bids after the designated deadline. Any technical questions r egarding the use of PlanetBids must be directed to PlanetBids.
Failure to include all required Sections and Attachments may result in a bid being deemed nonresponsive. All bids shall include the following, at minimum:
Required Bid Sections
Company Certification and Personnel Verification – Certification, on company letterhead that the person submitting the bid is authorized to contract on behalf of the prospective contractor. Examples of authorized persons include owner, partner, or corporat e officer. Include name, title, address, and contact information. If bidder is a corporation, certification should include a statement that corporation is in good standing with the California Secretary of State.
Subcontractor List (if applicable) – Include a list of subcontractors, if applicable, that will be utilized to complete the Scope of Work. Identify the subcontractor’s qualifications and extent of work to be performed by each subcontractor. Include a summa ry of the subcontractor’s qualifications, key personnel, primary contact name, phone number, and email.
The majority of the work required herein must be performed by the awarded contractor. The work may not be subcontracted to another contractor unless the subcontractor has been included in the bid, or a substitution has been approved in writing by the City’s Contracting Officer in advance of work performed.
Pricing and Bid Sheet
Bidders shall furnish all labor, materials, equipment, tools, supplies, transportation, supervision, and incidentals necessary to fully perform and complete the Scope of Work at their sole expense, unless otherwise expressly stated in this IFB. All pricing shall be completed and submitted on the form template included in Exhibit C – Bid Schedule.
Payment shall be based on actual quantities installed or delivered at the unit prices bid. Where lump sum items are included, such prices shall be deemed to include all costs necessary for full performance, including all labor, materials, overhead, and inc idental costs. Permits, licenses, and fees required for performance of the work shall be obtained and paid for by the awarded bidder.
Quantities identified in this IFB are estimates only and are not guaranteed by the
5 City. The City shall not be obligated to purchase any minimum quantity.
Bidders shall include all applicable costs in their bid pricing, including labor, overhead, subcontractor costs (if applicable), and all direct expenses necessary to complete the Scope of Work. Any pricing submitted shall be complete and shall not be subject to additional charges not expressly included in the bid.
Federal taxes shall not be included in the bid price, as the City is exempt from federal excise tax.
Applicable sales tax shall be included and clearly identified as a separate line item in the bid pricing.
The following costs shall not be allowed and shall not be reimbursable under the contract: fuel surcharges, mileage charges, fines, penalties, entertainment expenses, advertising costs, or any other costs not directly and expressly related to performance of the Scope of Work.
Required General Attachments attached as Exhibit A
Bidder/Proposer Affidavit
Affidavit of Non-Collusion and Non-Discrimination
Affidavit of Non-Federal Lobbyist Requirement
Debarment and Suspension Certification
Certification of Compliance with Labor Code 3700
Acknowledgment of Insurance Endorsements – Insurance requirements are outlined in Article
5.1 of the City’s Public Works Agreement (Attached as Exhibit B) Client Reference List
W9 (cover page only)
Modifications to the City’s Template Agreement (Attached as Exhibit B) • Bidders requesting modification(s) to the City’s Template Agreement (Attached as Exhibit B) shall include a redlined version at the time of submission for the City’s consideration.
• Award is based on a successful negotiation. Failure of the City and any bidder to reach a mutual agreement regarding the Contract or any other portions of the award, may result in the City moving to negotiation with another bidder.
F. QUESTIONS AND ADDENDA
Any requests for clarification or other questions must be submitted via PlanetBids using the “Q&A” tab no later than the date and time established on the cover page of this solicitation document. No verbal requests or requests made in any other format will be accepted.
Each question must be submitted separately, not combined into a single submission or written in paragraph form. Be sure to include the corresponding Section and page number with each question.
Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s IFB and/or standard Public Works Agreement, must be included at the time of bid submission.
Such requests should include an attachment in PD F format on company letterhead that shows the requested modifications.
The City will provide formal answers to all questions. Changes to the IFB itself shall only be made by the City via formal written addenda. Addenda will be published and distributed through the PlanetBids Vendor Portal. All addenda shall become a part of t he IFB document requiring both signature and acknowledgement by the . It is the sole responsibility of the bidder to ensure that they have received the 6 entire IFB including any questions, answers and addenda by visiting the City of Carson PlanetBids Vendor Portal.
Type of Question Contact Contact Info
Those related to the
Contract
PlanetBids Post directly to PlanetBids
under the “Q&A” tab
Use of PlanetBids PlanetBids (818) 992-1771
City’s Purchasing
Process
Josilla Togiola,
Purchasing Manager
[email protected],
(310) 952-1758
F. PREVAILING WAGES REQUIREMENTS
It is the sole responsibility of the bidder to carefully review the scope of work and determine whether any portion of the work is subject to prevailing wage requirements. The bidder shall include any associated labor costs accordingly in their bid.
Proposers must be registered with the California Department of Industrial Relations (DIR) pursuant to Labor Code Section 1725.5. Contractors are responsible for maintaining active DIR registration for the duration of the contract.
Pursuant to California Labor Code Section 1771, certain types of work, including but not limited to maintenance, installation, repair, or construction, may be considered public works and therefore subject to prevailing wage requirements as established by t he DIR for the locality in which the work is performed, for each craft, classification, or type of worker required.
Prevailing wage determinations may be found on the DIR website at: http://www.dir.ca.gov/dlsr If any portion of the work is deemed subject to prevailing wage, the contractor shall comply with all applicable requirements, including but not limited to:
• Paying not less than the applicable prevailing wage rates; • Submitting certified payroll records to the DIR via the online portal; • Complying with all DIR and Labor Code requirements regarding public works projects.
Failure to comply with prevailing wage requirements may result in penalties, withholding of payments, or contract termination.
G. BID OPENING, DOCUMENT REVIEW, AND AWARD OF CONTRACT
All bids will be opened publicly by the Office of the City Clerk, via PlanetBids, on the date and time established. The award shall be pursuant to Carson Municipal Code (“CMC”) Section 2610 Bidding Procedures for Purchase of Materials, Supplies, Equipment and Services, and applicable guidelines.
Once an award is determined, a Notice of Intent (“NOI”) to Award will be issued via PlanetBids to all participants of this IFB. Bid protest procedures, if applicable, shall be pursuant to CMC Section 2613. Protests must be submitted within five (5) business days following the electronic notification of intent to award.
No contract exists until the City Council has made the award, and the Agreement has been fully executed.
H. MINIMUM QUALIFICATIONS/ELIGIBILITY
To be considered responsive and responsible, bidders must meet the following minimum qualification and eligibility requirements set forth below. These requirements establish baseline eligibility only and are not intended to be exhaustive.
The City reserves the right to evaluate bidder responsibility in accordance with the CMC and 7 applicable law. The City may consider any relevant information, whether or not specifically listed herein, in determining whether a bidder is responsive and responsible and capable of performing the contract requirements.
Failure to demonstrate compliance with the minimum qualifications may result in rejection of the bid.
Relevant Experience: Bidder shall demonstrate a minimum of five (5) years of experience providing weapons detection systems, security screening technologies, and related support services in public sector, municipal, educational, healthcare, transportation , entertainment, or other high-traffic environments.
Technical Expertise: Bidder shall demonstrate documented experience in the furnishing, delivery, installation, configuration, maintenance, repair, and support of AI-assisted or advanced weapons detection screening systems capable of supporting high -throughput pedestrian screening operations.
Similar Project Experience: Bidder shall demonstrate successful completion of projects involving weapons detection systems or comparable security screening technologies of similar scope, scale, and operational complexity within the past five (5) years.
Insurance: The bidder must meet the insurance requirements detailed in this document.
Compliance with Local Business Requirements: The bidder must be qualified to conduct business within the City of Carson, including maintaining a valid City business license and the required insurance coverage for the duration of the contract. A valid City business license and certificate of insurance are only required of the selected awardee and must be obtained prior to contract award. It is not required at the time of proposal submission.
I. PREVAILING WAGE REQUIREMENTS
It is the sole responsibility of the bidder to carefully review the scope of work and determine whether any portion of the work is subject to prevailing wage requirements. The bidder shall include any associated labor costs accordingly in their proposal.
Bidders must be registered with the California Department of Industrial Relations (DIR) pursuant to Labor Code Section 1725.5. Contractors are responsible for maintaining active DIR registration for the duration of the contract.
Pursuant to California Labor Code Section 1771, certain types of work, including but not limited to maintenance, installation, repair, or construction, may be considered public works and therefore subject to prevailing wage requirements as established by t he DIR for the locality in which the work is performed, for each craft, classification, or type of worker required.
Prevailing wage determinations may be found on the DIR website at: http://www.dir.ca.gov/dlsr If any portion of the work is deemed subject to prevailing wage, the contractor shall comply with all applicable requirement, including but not limited to:
• Paying not less than the applicable prevailing wage rates; • Submitting certified payroll records to the DIR via the online portal; • Complying with all DIR and Labor Code requirements regarding public works projects.
The City shall not be responsible for any additional costs incurred due to a bidder’s failure to consider or comply with prevailing wage requirements, if applicable.
ATTACHMENTS
1. Exhibit A – General Attachments (Required)
2. Exhibit B – City Template Contract Agreement (Required at submission, if requesting modifications)
3. Exhibit C – Cost File (Required)
8 SCOPE OF WORK AND SPECIFICATIONS
IFB 26-18
WEAPONS DETECTION SYSTEM
OVERVIEW OF SERVICES
The City of Carson (“City”) is soliciting bids from qualified bidders to provide one (1) advanced weapons detection screening system configured as a single pedestrian screening lane consisting of two (2) detection pillars for installation at City Hall. The system shall be designed to support enhanced security screening operations through AI-assisted or intelligent detection capabilities while maintaining efficient pedestrian flow and minimizing operational disruptions in a municipal environment.
The awarded Contractor shall furnish all labor, equipment, software, materials, installation, configuration, training, maintenance, technical support, warranty services, and all other services necessary to provide a fully operational weapons detection screening system for the designated installation site. The system shall support unobtrusive screening operations, minimize the need for divestment of personal belongings and secondary screening, and be capable of supporting routine operations, public events, a nd emergency activations.
Any future expansion, including additional systems or deployments at other City facilities or events, shall be at the sole discretion of the City and may be procured separately or under applicable pricing terms as determined by the City.
CONTRACT TERM
The contract term shall be five (5) years from the effective date of the executed agreement.
SCOPE OF WORK
The selected bidder (hereinafter “Contractor”) shall provide weapons detection systems, equipment, software, installation, training, maintenance, technical support, and related services, including but not limited to, the following:
• System shall be free-standing, durable, lightweight, portable, and capable of being deployed quickly and efficiently.
• System shall include a user-friendly interface for operators and administrators. • System shall support high-throughput pedestrian screening operations with the capability to screen a minimum of 3,000 individuals per hour per lane without requiring overhead structures. • System shall utilize AI-assisted threat detection and provide visual alerting capabilities through an integrated or tablet-based display.
• System shall have the capability to capture and remotely access video recordings, with a minimum storage retention capability of thirty (30) days.
• System shall be capable of detecting weapons or objects of concern while minimizing alerts caused by common personal items, including but not limited to phones, keys, laptops, coins, binders, and similar items.
• System shall provide integrated visual alert capabilities within or directly attached to the screening unit to support efficient operator awareness while minimizing additional external equipment and operational footprint.
• System shall provide a visual indication identifying the approximate location of the detected threat on an individual or belongings.
• All units shall operate utilizing low-voltage power requirements and be capable of operating through battery power and standard electrical connections.
• System shall be ADA compliant.
• System passageway dimensions shall accommodate a wide range of users, including children and adults, while maintaining effective screening capabilities. • System shall not interfere with medical implants and shall be safe for use around individuals utilizing wheelchairs, crutches, braces, or similar mobility or medical devices. 9 • System shall support remote cloud-based management and software update capabilities. • System shall support centralized management and aggregation of system data across deployed units.
• System shall provide real-time alert notifications and password-protected configuration controls. • System shall support exporting data and visual information for operational review and reporting purposes.
• System shall include self -diagnostic capabilities and notify operators of system malfunctions to minimize operational downtime.
• System shall provide audit or notification capabilities when detection threshold settings are modified. • Contractor shall provide initial training for designated City personnel covering system operation, alert recognition, deployment procedures, troubleshooting, and administrative functions associated with the proposed system.
• Contractor shall provide access to local or regional technical support personnel capable of servicing the equipment.
• Contractor shall provide routine preventative maintenance services for the system as part of the proposed solution.
• System shall support deployment in both indoor and outdoor operational environments and include appropriate environmental protection ratings suitable for municipal use. • System shall be designed to support portability and operational mobility without requiring extensive disassembly or specialized equipment for relocation.
• System shall not require recurring recalibration procedures during standard deployment, operation, or relocation of the system.
• System shall support configurable data retention, historical event review, and operational analytics capabilities.
• System shall support the collection and reporting of system analytics and operational data, including but not limited to pedestrian throughput, alert activity, and system utilization metrics. • System shall provide authorized users with the ability to search, review, and export available system data, alerts, images, and event history, where applicable. • System shall support application programming interface (API) capabilities or other integration methods to facilitate interoperability with third -party systems, reporting platforms, or future technology integrations.
• System shall provide configurable user permissions, audit logging, and administrative controls for system management and operational oversight.
• System shall support remote software, firmware, or system updates where applicable.
DELIVERABLES
• Bidder shall provide a proposed project implementation schedule with an anticipated implementation timeframe of approximately four (4) to six (6) weeks for delivery, installation, configuration, training, testing, and operational deployment of the proposed system.
• Bidder shall furnish, deliver, install, configure, and support all hardware, software, licensing, accessories, and related components necessary for a fully operational weapons detection system solution, including any applicable software updates.
• Bidder shall provide all preventative maintenance services recommended by the original equipment manufacturer and necessary to maintain proper system functionality throughout the term of the agreement. • Bidder shall provide system reporting capabilities, including operational statistics, visitor throughput data, alert activity, and other available system analytics associated with the use of the proposed system. • Bidder shall provide operational and administrative training for designated City personnel, including all necessary training materials and user documentation. • The city prefers solutions that offer customizable exterior finishes, branding, wraps, or related aesthetic customization options that may assist in integrating the system within municipal facilities or public event environments.
PERFORMANCE EXPECTIONS
The City will monitor consultant performance against the established KPIs. Failure to meet KPIs may result 10 in rejection of deliverables, required corrective action plans, financial penalties, or other remedies as outlined in the contract. All corrective work must be completed at no additional cost to the City.
1. System Availability/Uptime – The system shall maintain a minimum of 98% operational availability during scheduled use periods, excluding approved maintenance windows.
2. Response Time for Service Requests – Contractor shall acknowledge service or technical support requests within one (2) business day and provide on-site or remote support within the timeframe defined in the Agreement based on severity level.
3. Installation and Deployment Timeline – Contractor shall complete installation, configuration, and operational deployment within the approved project schedule (estimated four (4) to six (6) weeks unless otherwise approved by the City).
4. Preventative Maintenance Compliance – Contractor shall perform all manufacturer-recommended preventative maintenance in accordance with agreed schedules to ensure continuous system functionality.
5. System Performance and Reliability – System shall operate in accordance with all technical specifications outlined in the Scope of Work, including detection accuracy, throughput requirements, and reporting functionality.
REVIEW AND ACCEPTANCE
All deliverables shall be subject to review, inspection, and acceptance by the City. Any deliverable not meeting the requirements of this Scope of Services shall be corrected by the Contractor at no additional cost to the City.
Purchasing Division
701 E. Carson Street
Carson, CA 90745
EXHIBIT A
GENERAL ATTACHMENTS
Exhibit A contains the City’s required forms and attachments. All forms must be completed and submitted; failure to do so may result in disqualification. Bidder/Proposer Affidavit
Affidavit of Non-Collusion and Non-Discrimination
Affidavit of Non-Federal Lobbyist Requirement
Debarment and Suspension Certification
Acknowledgment of Insurance Endorsements
Client Reference List
Certification of Compliance with Labor Code Section 3700 W9
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Bidder/Proposer Affi
davit
Bidder/Proposer Name: _________________________________________________________________ Mailing Address: ______________________ ___________________________________________ _________________________________________________________________ Main Contact & Title: _________________________________________________________________ Email: ___________________________________ Phone: __________________________________
BIDDER/PROPOS
ER SIGNATURE AUTHORIZATION AND CERTIFICATION
Per the California Corporate Code, Business and Processions Code, the Bidder's/ Proposer’s Bylaws/Operating Agreement and/or the attached Board Resolutions (if applicable), I/we hereby verity the following:
1. That I/we am/are (an) authorized signatory(ies) for the Bidder/Proposer and as such am/are authorized to sign and bind the Bidder/Proposer to contract with the City of Carson;
2. That the bid/proposal was not made in the interest or behalf of any person, partnership, company, association, organization or corporation not named or disclosed;
3. That the bid/proposal is genuine; that all statements of fact in the bid/proposal are true;
4. That the Bidder has not been debarred from participation in any State or Federal works project; Signature: _________________________
__
Date: _____________________________
Name: _____________________________
Title: _____________________________
Signature:_________________________
___
Date: _____________________________
Name: _____________________________
Title: _____________________________
BIDDER/PROPOSER AUTHORITY IS PROVIDED IN ACCORDANCE WITH:
Bidder/Proposer's Bylaws/Operating Agreement Section: _____________________________ Board Resolution
Corporate or Business Professions Code
IMPORTANT NOTE: If the signature authorization status of any individual changes at any time, it is the responsibility of the Bidder to contact the authorized City Staff regarding the change and to complete and submit new Bidder Information Form. Incorrect information on file may delay the processing of any of the documents submitted.
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Robert Gatchell
CEO
MIS Secruity LLC
3425 Bannerman Rd. Suite 105-120
Erik Ginalick, VP of Sales
[email protected]
303-912-6789
x
Tallahassee, FL 32312
05/28/2026
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Affidavit of N
on-Collusion and Non-Discrimination
I hereby swear (or affirm) under the penalty of perjury:
That the attache
d proposal or bid has been arrived at by the responder independently and has been submitted without collusion with and without any agreement, understanding, or planned common course of action with any other firm or entity designed to limit fair and open competition; That the contents
of the proposal or bid response have not been communicated by the responder or its employees or agents to any person not an employee or agent of the responder and will not be communicated to any such persons prior to the official opening of the solicitation responses; and The proposer/bi
dder does not and shall not discriminate, will provide equal employment practices, and will adhere to an affirmative action program to ensure that in their employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.
I certify that th
e above statements are true and accurate.
Authorized Official:
Signature:___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Robert Gatchell
CEO
05/28/2026
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Affidav
it of Non-Federal Lobbyist Requirement
Name of Firm: _______________________________________________________________________ Address: _______________________________________________________________________ _______________________________________________________________________ Telephone: _____________________________
I hereby sw
ear (or affirm) under the penalty of perjury:
1. No Federal
appropriated funds have been paid, by or on behalf of the above named firm to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, loan or cooperative agreement, and any extension, continuation, renewal, amendment, or modification thereof, and;
2. If any funds other than Federal appropriated funds have paid or will be paid to any person for influencing or attempting to influence an officer or employee or any agency, a Member of Congress or employee of Congress or an employee of a Member of Congress in connection with this Federal contract, grant loan, or cooperative agreement, the above named firm shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions, and;
3. The above-name firm shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreement) and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into the transaction imposed by Section 1352 Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Authorized Official:
Signature:___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Robert Gatchell
CEO
MIS Security LLC
3425 Bannerman Rd Suite 105-520
303-912-6789
Tallahassee, FL 32312
05/28/2026
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Debarm
ent and Suspension Certification
Name of Firm: ____________________________________________________________ Actin
g on behalf of the above-named firm (“Consultant”), as its Authorized Official, I, the undersigned, certify as follows:
I am a duly
authorized representative of (“Consultant”). Consultant certifies, to the best of its knowledge and belief, that Consultant, including its principals:
Is not pres
ently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency, and not does not have a proposed debarment pending;
Has not w
ithin the three-year period preceding this certification been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction, contract, or subcontract under a public transaction; for violation of federal or state antitrust statutes; or for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; Is not pres
ently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) above; and
Has not w
ithin the three-year period preceding this certification had one or more public transactions (federal, state or local) terminated for cause or default.
Consultant
further certifies that Consultant, including its principals, is not listed on the government -wide exclusions in the System for Award Management.
Consultant
acknowledges that falsely providing this certification may result in criminal prosecution or administrative sanctions, and that this certification is a required component of all proposals in response to this IFB/RFP/RFQ.
A proposal
that does not include a completed and signed version of this certification will be deemed incomplete and materially nonresponsive, and will not be considered.
Authorized Official:
Signature:___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Robert Gatchell
CEO
MIS Security LLC
05/28/2026
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Contract Insurance Checklist Page 1 10/2022
Certificate of Insurance:
Shows GL, Auto, Work Comp and Professional Liability coverages with valid effective dates
General Liability: Add’l Insured and Waiver of Subrogation must be checked.
Auto Liability: Add’l Insured and Waiver of Subrogation must be checked.
Workers Compensation: Waiver of Subrogation must be checked. * - if applicable
Description of Operations:
1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds on GL and Auto policies.
2. GL policy is Primary and Non-contributory.
3. Waiver of Subrogation endorsement in favor of City of Carson OR in favor of additional insured.
Certificate Holder: City of Carson, 701 E Carson Street, Carson, CA 90745 Insurance Carriers: AM Best rating A- VII or Better
General Liability Provisions:
Coverage form ISO CGL CG 00 01. Minimum limits $1MM per occurrence/$2MM aggregate
CITY OF CARSON
CONTRACT INSURANCE
CHECKLIST
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Contract Insurance Checklist Page 2 10/2022
GL Endorsements:
1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds OR blanket additional insured endorsement.
2. Primary and Non-contributory endorsement.
3. Waiver of Subrogation endorsement in favor of City of Carson.
Automobile Liability Provisions:
Coverage form ISO CA 00 01. Minimum limits $1MM single combined limit.
Auto Insurance Endorsements:
1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds OR blanket additional insured endorsement.
2. Waiver of Subrogation endorsement in favor of City of Carson.
Workers Compensation Provisions:
Statutory Limits for workers comp. Minimum limit of $1MM for Employer Liability.
Work Comp Endorsements:
1. Waiver of Subrogation endorsement in favor of City of Carson.
Professional Liability Insurance Provisions:
1. Appropriate to the services being provided AND limits per stated in the agreement.
Other Insurance Provisions:
1. Environmental Liability Insurance
2. Crime Insurance
3. Bonds
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Client Reference L
ist
Provide at least 3 references for projects of similar scope and capacity completed within the last 3 years. The City reserves the right to contact any references provided.
Bidder/Proposer Name: ______________________________________________________
1. Client Name: __________________________________________________________ Addres
s: ________________________________________________________________ Contact: ___________________________ Email: _____________________________ Project Description: _________________________________________________________ Project Start: _______________________ Project End: ________________________ Project Budget: _____________________
2. Client Name: __________________________________________________________ Address: ________________________________________________________________ Contact: ___________________________ Email: _____________________________ Project Description: _________________________________________________________ Project Start: _______________________ Project End: ________________________ Project Budget: _____________________
3. Client Name: __________________________________________________________ Address: ________________________________________________________________ Contact: ___________________________ Email: _____________________________ Project Description: _________________________________________________________ Project Start: _______________________ Project End: ________________________ Project Budget: _____________________
Authorized Official:
Signature: ___________________________
Date: _____________________________
Name: _____________________________
Title: _____________________________
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Robert Gatchell
CEO
MIS Security, LLC
Clark County School District, Las Vegas NV
5100 W Sahara Ave, Las Vegas, NV 89146
Bradley Sensibugh
[email protected]
Weapons Detection System
May, 2024
On-going
Undisclosed
Albany School District, NY
1 Academy Park, Albany, NY 12207
Jason Davis
[email protected]
Weapons Detection System
Dec. 2025
On-going
Undisclosed
34 Maple St, Norwalk, CT 06850
Paul Smith
[email protected]
Weapons Detection System
Feb. 2026
On-going
Undisclosed
Norwalk Hospital, CT
05/28/2026
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745
Certification of Compliance with Labor Code Section 3700 Name of Firm: _______________________________________________________________________ Acting on behalf of the above-
certify as follows:
Consultant is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to insured against -insurance in
accordance with the provisions of that code, and will comply with such provisions before commencing the oposal.
CONSULTANT
By: __________________________
Title: __________________________
Date: __________________________
CEO
Robert Gatchell
MIS Security LLC
05/28/2026
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Form W-9
(Rev. March 2024)
Request for Taxpayer
Identification Number and Certification
Department of the Treasury
Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information.
Give form to the
requester. Do not
send to the IRS.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
Print or type.
See Specific Instructions on page 3.
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.)
2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.
Individual/sole proprietor C corporation S corporation Partnership Trust/estate LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) ....
Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner.
Other (see instructions)
3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions ......... 4 Exemptions (codes apply only to
certain entities, not individuals;
see instructions on page 3):
Exempt payee code (if any)
Exemption from Foreign Account Tax
Compliance Act (FATCA) reporting
code (if any)
(Applies to accounts maintained
outside the United States.)
5 Address (number, street, and apt. or suite no.). See instructions. 6 City, state, and ZIP code
Requester’s name and address (optional)
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter.
Social security number
––
or
Employer identification number
–
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign
Here
Signature of
U.S. person Date
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.
What’s New
Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.
New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024)
03/24/2026
MIS Security LLC
✔ P
3425 Bannerman Rd. Ste 105-520
Tallahassee, FL 32312-7063
83 0740461
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
Purchasing Division
701 E. Carson Street
Carson, CA 90745
EXHIBIT B
CITY FORM CONTRACT
Exhibit B contains the City’s standard contract template, provided for reference.
Proposers seeking modifications must submit a redlined version with their proposal for the City’s consideration. Award is contingent upon successful negotiations; if agreement cannot be reached, the City may proceed with another proposer.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF CARSON
and
_____________________________________
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -1-
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF CARSON AND
____________________
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2024 by and between the CITY OF CARSON, a California municipal corporation (“City”) and ___________________________, _________________ (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest MIS Security
LLC
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 01007.0001/644685.1 -2-
professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agre ement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facil ities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the co nditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until writt en instructions are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -3-
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifi cally set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed __________________________________ Dollars ($______) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 01007.0001/644685.1 -4-
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.
By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts . Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 01007.0001/644685.1 -5-
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of th e Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any government al agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 01007.0001/644685.1 -6-
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be _____________________________ , or as otherwise designated by the City Manager . It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have au thority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 01007.0001/644685.1 -7-
compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whe ther for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consult ant or any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance ( Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injur ies or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insuran ce coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -8-
insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insu rance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certi ficates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -9-
with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY
ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and a ppointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond gua ranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which t he Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -10-
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or e ntity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreemen t, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -11-
Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and r ecords if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -12-
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s g uarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, inte rrogatories, request for admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -13-
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, cost s, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -14-
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercis e by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City thirty (30) days’ written notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -15-
damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be grante d, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performan ce of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financi al interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, r eligion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -16-
this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq. , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together co nstitute but one and the same Agreement.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -17-
of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in v iolation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non -interests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or cons equence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not l imited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or oth er conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does no t violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF CARSON, a municipal corporation
, Mayor
ATTEST:
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
CONSULTANT:
_______________________________
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A.
B.
C.
II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:
A.
B.
C.
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:
A.
B.
C.
IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A.
B.
C.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE TIME SUB-BUDGET
A. __________ __________ __________
B. __________ __________ __________
C. __________ __________ __________
D. __________ __________ __________
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.
III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed $_____________ as provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
01007.0001/644685.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:
Days to Perform Deadline Date
A. Task A ______________ ______________
B. Task B ______________ ______________
C. Task C ______________ ______________
II. Consultant shall deliver the following tangible work products to the City by the following dates.
A.
B.
C.
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
Purchasing Division
701 E. Carson Street
Carson, CA 90745
EXHIBIT C
COST FILE
Exhibit C contains the City’s required Cost File template. Proposers must complete and submit this form in full; failure to do so may result in disqualification.
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 EXHIBIT C – COST FILE
IFB 26-18
WEAPONS DETECTION SYSTEM
Please provide pricing for each section below. All costs should be in U.S. dollars. Failure to complete this Cost File may result in disqualification. Bidders may attach additional sheets as necessary. Cost Files shall be submitted separate from the main proposal. Bidders shall provide both initial implementation costs and any recurring annual or subscription- based costs for the full five (5) year contract term.
Section A – Phase-Based/Task-Based Costs – Bidders shall provide costs per facility OR hourly and specify the applicable pricing basis in the notes section.
Item Description Cost ($) Notes (Pricing Basis, etc.)
Project Management / Coordination $
Delivery / Mobilization $
Installation $
System Configuration / Setup $
Testing / Commissioning $
Initial Operator Training $
Administrative Training $
Other (Specify) $
Section B – Recurring/Subscription-Based Costs - Bidders shall provide all recurring costs associated with software, licensing, subscriptions, hosting, maintenance, support, or any other ongoing system requirements necessary for full system functionality.
Item Description Cost ($)
Billing Frequency
(Annual/Monthly/Other)
Software Licensing/Subscription Fees $
Cloud Hosting/Data Storage $
Software Maintenance & Updates $
Technical Support/Help Desk Services $
System Warranty Extension (if Applicable) $
Other Recurring Costs (Specify) $
39,730.00
Five-day (40 hour) Implementation & training
(recommended add-on)
Included in unit purchase price (for life of RONIN)
No cloud storage, all data property of the City of Carson Included in unit purchase price (for life of RONIN)
2,125.00
Per unit annually (optional)
1,500.00
0.00 600.00
0.00 30,000.00
0.00 0.00
0.00 0.00
0.00 0.00
RONIN System, installation & initial operator training
0.00 Included with purchase of RONIN system
Per system
Included with purchase of RONIN system
Included with purchase of RONIN system
Included with purchase of RONIN system
Included with purchase of RONIN system
N/A
Optional exterior bollard wrap
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76 Year 1 Total: ___________________________________
Year 2 Total: ___________________________________
Year 3 Total: ___________________________________
Year 4 Total: ___________________________________
Year 5 Total: ___________________________________
By signing below, I certify that I am an authorized representative of the company listed below and that the prices provided herein are accurate and valid for a minimum of 90 days from the bid due date. I further acknowledge that all pricing submitted via this form and entered in the PlanetBids system is complete and binding, and that I have read and understood all requirements of this RFP.
Company Name: ____________________________________________ Authorized Representative (Print): ____________________________________________ Title: ____________________________________________
Signature: ____________________________________________ Date: ____________________________________________
Phone: ____________________________________________
Email: ____________________________________________
CEO
Robert Gatchell
$73,955.00 (without five-day implementation: $40,330.00) $2,125.00 (optional if warranty is chosen)
$2,125.00 (optional if warranty is chosen)
$2,125.00 (optional if warranty is chosen)
$2,125.00 (optional if warranty is chosen)
MIS Security, LLC
5/28/2026
303-912-6789
[email protected]
BoldSign Document ID: a609d514-4145-4ba1-837a-7a8fc8247a76
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF CARSON
and
MIS SECURITY, LLC
01007.0001 2154755.3
-
1 -
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF CARSON AND
MIS SECURITY, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into
this ____ day of _______
_________
_, 20
2 6
by and between the
CITY OF CARSON
,
a California municipal corporation (“City”) and
MIS SECURITY, LLC,
a Delaware limited
liability company
(“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A.
City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.
B.
Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.
C.
Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.
D.
The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1.
SERVICES OF CONSULTANT
1.1 Scope of Services
.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit
“
A
”
and incorporated
herein by this reference, which may be referred to herein as the “services” or “work” hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this
Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.
Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services described herein.
Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended.
F
or purposes of this Agreement, the phrase “highest
01007.0001 2154755.3
-
2 -
professional standards” shall mean those standards of practice recognized by one or more first -
class firms performing similar work under similar circumstances.
1.2 Consultant
’
s Proposal
.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law
.
Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments
.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.
Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agre
ement, and shall indemnify, defend and hold
harmless City, its officers, emp
loyees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work
.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facil ities, difficulties and
restrictions attending performance of the services under this Agreement.
If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the co
nditions there existing, prior to commencement of services hereunder.
Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until writt en instructions are received
from the Contract Officer.
1.6 Care of Work
.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and s hall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
01007.0001 2154755.3
-
3 -
1.7 Further Responsibilities of Parties
.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement.
Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.
Unless hereafter specified, neither party shall be responsible for the service of the other.
1.8 Additional Services
.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work.
No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this
Agreem
ent, which said adjustments are subject to the written
approval of the Consultant.
Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer.
Any greater increases, taken either separately
or cumulatively, must be approved by the City Council.
It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifi cally set forth in the Scope of
Services.
Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor.
City may
in its sole and absolute discretion have similar work done by other contractors.
No claims for an
increase in the Contract Sum or time for performance shall be valid unless the procedures establ
ished in this Section are followed.
1.9 Special Requirements
.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit
“
B
”
and incorporated herein
by this reference.
In the event of a conflict between the provisions of
Exhibit
“
B
”
and any other
provisions of this Agreement, the provisions of
Exhibit
“
B
”
shall govern.
ARTICLE 2.
COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum
.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit
“
C
”
and
incorporated herein by this reference.
The total compensation, including reimbursement for actual expenses, shall not exceed
Eighty Two
Thousand
Four
Hundred
Fifty Five
Dollars
and
Zero
Cents (
$
82,455
.00
)
(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.
01007.0001 2154755.3
-
4 -
2.2 Method of Compensation
.
The method of compensation may include:
(i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, pr
ovided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Sche
dule of Compensation.
2.3 Reimbursable Expenses
.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant
to Section 4.5,
and only if specified in the Schedule of Compensation.
The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services.
If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices
.
Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.
By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement.
The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub
-
category), travel, materials, equipment,
supplies, and sub
-
contractor contracts
.
Sub
-
contractor charges shall also be detailed by such
categories.
Consultant shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement.
Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty
-
five (45) days of receipt of Consultant’s c
orrect and undisputed
invoice; however, Consultant acknowledges
and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period.
In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.
Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
01007.0001 2154755.3
-
5 -
ARTICLE 3.
PERFORMANCE SCHEDULE
3.1 Time of Essence
.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance
.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as
Exhibit
“
D
”
and incorporated herein by this
reference.
When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure
.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of th e Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any government
al agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay.
The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified.
The Contract Officer’s determination shall
be final and conclusive upon the parties to this Agreement .
In no event shall Consultant be entitled
to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term
.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five
(
5 )
years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit
“
D
”
).
ARTICLE 4.
COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant
.
The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
Erik Ginalick Vice President of Sales
(Name)
(Title)
01007.0001 2154755.3
-
6 -
(Name)
(Title)
(Name)
(Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder.
All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control
of the Principals.
For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.
Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement.
Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under th is Agreement.
Consultant
shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant
.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is
otherwise expressly conferred in
writing by City.
Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City.
Neither
Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees.
Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer
.
The Contract Officer shall be
Nora Garcia, Director,
Public Safety & Emergency
Management Department
,
or as otherwise designated by the City Manager
.
It shall be the
Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Of
ficer.
The Contract Officer shall have
authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant
.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number,
01007.0001 2154755.3
-
7 -
compensation or hours of service.
Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role.
Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees of City.
City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment
.
The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement.
Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City.
In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whe
ther for the benefit of creditors or otherwise,
without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative ba
sis.
In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void.
No approved transfer shall release the Consult
ant or any surety of
Consultant of any liability hereunder without the express consent of City.
ARTICLE 5.
INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages
.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected
and appointed officers,
employees and agents of City:
(a)
General Liability Insurance (
Coverage
Form
ISO CGL
CG
00 01
or
equivalent)
.
A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage.
The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used,
then
the general aggreg
ate limit shall be twice the occurrence limit.
(b)
Worker
’
s Compensation Insurance
.
A policy of worker’s compensation
insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injur
ies or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement
, with Employer’s Liability insuran
ce coverage limits of
at least
$1,000,000
.00
.
(c)
Automotive Insurance (
Coverage Form ISO
CA
00 01
including
“
any auto
”
and endorsement CA 0025 or equivalent)
.
A policy of comprehensive automobile liability
01007.0001 2154755.3
-
8 -
insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000.
Said policy shall include coverage for owned, non
-
owned, leased, hired cars and
any automobile.
(d)
Professional Liability
.
Professional liability insurance appropriate to the
Consultant’s profession
, as determined by the City’s Risk Manager, provided that the limits shall
be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate .
This coverage
may be written on a “claims made” basis, and must include coverage for contractual liability.
The
professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related
to services performed under this Agreement.
The
insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement.
During this additional 5
-
year period,
Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e)
Subcontractors
.
Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.
All coverages for subcontractors shall include all of the requirements stated herein.
(f)
Additional Insurance
.
Policies of such other insurance, as may be required
in the Special Requirements in
Exhibit
“
B
”
.
(g)
Broader Coverages and Higher Limits
.
Notwithstanding anything else
herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consult
ant.
5.2 General Insurance
Requirements
.
All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by
City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance.
The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers.
Moreover, the insu
rance policy must specify that where the primary insured does not satisfy the self
-
insured retention, any additional insured may satisfy the self -
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City.
In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certi ficates of
Insurance or binders are approved by the City.
City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies at any time.
Any failure to comply
01007.0001 2154755.3
-
9 -
with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)
-
DAY
ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials,
employees, agents
and volunteers are to be covered as additional insureds as respects:
liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant.
The
coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and a
ppointed officers, officials, employees or volunteers.
Consultant’s
insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
Any deductibles or self
-
insured retentions must be declared to and approved by City.
At
the option of City, either the insurer shall reduce or eliminate such deductibles or self -
insured
retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond gua
ranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.
The Consultant agrees that the
requirement to provide insurance
shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which t he
Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that th e Consultant is required
to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification
.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, eit her judicial, administrative,
01007.0001 2154755.3
-
10 -
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or e ntity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is lega
lly liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreemen t, and in
connection therewith:
(a)
Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b)
Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activ ities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c)
In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in
cluding but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof.
This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder.
The provisions o
f this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that
design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional.
The indemnity
obligation shall be binding on successors and assig
ns of Consultant and shall survive termination
of this Agreement.
5.4 Sufficiency of Insurer
.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A
-
” or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk
01007.0001 2154755.3
-
11 -
Manager”) due to unique circumstances.
If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that th
e minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.
ARTICLE 6.
RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records
.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.
Any and all such documents shall be
maintained in accordance with generally accepted accou
nting principles and shall be complete and
detailed.
The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.
Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.
In the event of dissolution of Consul
tant’s business, custody of the
books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and r
ecords if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports
.
Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.
Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement.
For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the
cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated
increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents
.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the
performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation
as a result of the exercise by City of its full rights of
01007.0001 2154755.3
-
12 -
ownership use, reuse, or assignment of the documents and materials hereunder.
Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s g
uarantee and warranties shall not extend to such use,
reuse or assignment.
Consultant may retain copies of such documents for its own use.
Consultant
shall have the right to use
the concepts embodied therein.
All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.
Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information
.
(a)
All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant.
Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b)
Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this Agreement.
Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoen a.
(c)
If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.
(d)
Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, inte
rrogatories, request for admiss
ions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed there under.
City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding.
Consulta
nt agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by Consultant.
However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7.
ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law
.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions
01007.0001 2154755.3
-
13 -
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and
agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of Califor
nia.
7.2 Disputes; Default
.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default.
Instead, the City may give notice to Consultant of the default and the reasons for the default.
The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant.
During
the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices.
In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.
If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.
Any failure on the part of the City to give
notice of the Consultant’s default shall not
be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds
.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, cost s, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement.
In the event that
any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest b
ecause of such withholding, an amount sufficient to cover such claim.
The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provi ded herein.
7.4 Waiver
.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.
No dela
y or omission in the exercise of any right or remedy by a non
-
defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
01007.0001 2154755.3
-
14 -
7.5 Rights and Remedies are Cumulative
.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercis e by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action
.
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or inj unctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement.
Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in orde
r to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term
.
This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) day s’ written notice to
Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant may terminate this Agreement if and on
ly if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City thirty (
30 )
days’ written
notice (or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease
all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the C onsultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with t
he Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant
.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the
Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
01007.0001 2154755.3
-
15 -
damages), and City may withhold any payments to the Consultant for the purpose of set -
off or
partial payment of the amounts owed the City as previously stated.
7.9 Attorneys
’
Fees
.
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be grante d, whether legal or equitable,
shall be entitled to reasonable attorney’s fees.
Attorney’s fees shall include attorney’s fees on any
appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigati
ng such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation.
All such fees shall be deemed to have accrued
on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8.
CITY OFFICERS AND EMPLOYEES: NON
-
DISCRIMINATION
8.1 Non
-
liability of City Officers and Emplo
yees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest
.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performan ce of services under this
Agreement.
Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of t
he Contract Officer.
Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financi al interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation.
The Consultant warrants that it has not paid or given and will not pay or give any third part
y any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination
.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, r eligion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
01007.0001 2154755.3
-
16 -
this Agreement.
Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestr y or other protected class.
8.4 Unauthorized Aliens
.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8
U.S.C.A. §§
1101,
et seq.
, as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein.
Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and s
hall r
eimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.
ARTICLE 9.
MISCELLANEOUS PROVISIONS
9.1 Notices
.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first
-
class mail, in the case
of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California
90745 and in the case of the Consultant, to the person(s) at the address designated on th
e execution page of this Agreement.
Either party may change its address
by notifying the other party of the change of address in writing.
Notice shall be deemed
communicated at the time personally delivered or in seventy -
two (72) hours from the time of
mailing if mailed as provided in this Section.
9.2 Interpretation
.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts
.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together co nstitute but one and the
same Agreement.
9.4 Integration; Amendment
.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties.
It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, an
d none shall be used to interpret this Agreement.
No amendment to or modification
01007.0001 2154755.3
-
17 -
of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council.
The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability
.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unen forceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid pr
ovision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non
-
Collusion
.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in v
iolation of any State or municipal statute or regulation.
The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non
-
interests” pursuant to Government Code Sections 1091 or 1091.5.
Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or cons
equence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not l imited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement.
Consultant is
aware of and understands that any such act(s), omission(s) or oth er conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority
.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreeme nt, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
This Agreement shall
be binding upon the heirs, executors, a
dministrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01007.0001 2154755.3
-
18 -
IN WITNESS WHEREOF
, the parties hereto have executed this Agreement on the date and year first
-
above written.
CITY
:
CITY OF CARSON, a municipal corporation
Lula Davis
-
Holmes
, Mayor
ATTEST:
Dr. Khaleah
K
. Bradshaw, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[
pks
;
rjl]
CONSULTANT:
MIS SECURITY, LLC, a Delaware limited liability
company
By:
Name:
Title:
By:
Name:
Title:
Address:
3425 Bannerman Rd, Suite 105
-
120
Tallahassee, FL 32312
If Consultant is a limited liability company, any one of the following options will satisfy City’s signature requirements pursuant to the Corporations Code. Option A: One signature required from each of the following groups: 1) Chairman of the Board, Presi
dent or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which c ase only one signature from that
manager is required. Option C: One signature required from any member unless the LLC is manager -
managed
per its articles of organization. Option D: One signature required from any manager if the LLC is manager -
managed per i
ts articles of organization.
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR
’
S BUSINESS ENTITY.
01007.0001 2154755.3
A
-
1 EXHIBIT
“
A
”
SCOPE OF SERVICES
I.
Consultant will perform the following Services:
Provide one (1) advanced weapons detection screening system configured as a single pedestrian screening lane consisting of two (2) detection pillars for installation at City Hall.
The system shall be designed to support enhanced security screening operatio ns through
AI
-
assisted or intelligent detection capabilities while maintaining efficient pedestrian flow and minimizing operational disruptions in a municipal environment. Consultant will furnish all labor, equipment, software, materials, installation, con figuration, training,
maintenance, technical support, warranty services, and all other services necessary to provide a fully operational weapons detection screening system for the designated installation site. The system shall support unobtrusive screening
operations, minimize the
need for divestment of personal belongings and secondary screening, and be capable of supporting routine operations, public events, and emergency activations.
Additional details of the Scope of Services are set forth below:
01007.0001 2154755.3
A
-
2 II.
As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:
A.
A
detailed
project implementation schedule
establishing a
timeframe of
approximately four (4) to six (6) weeks for
the
delivery, installation, configuration,
training, testing, and operational deployment of the system.
B.
The procurement,
deliver
y
, install
ation
,
configuration
, and
ongoing
support
of
all
hardware, software, licensing, accessories, and related components necessary for a fully operational weapons detection system solution, including any applicable software updates.
C.
All
preventative maintenance services recommended by the original equipment manufacturer
(OEM)
and necessary to maintain proper system functionality
throughout the term of the
A
greement.
01007.0001 2154755.3
A
-
3 D.
Full s
ystem reportin
g and analytical
capabilities, including operational statistics,
visitor through
p
ut data, alert activity, and other available system analytics associated with the use of the system
.
E.
Operational
and administrative training for designated City personnel, including all necessary training materials and user documentation
.
F.
System units that feature City
-
approved
customizable exterior finishes, branding,
wraps, or related aesthetic customization options
to integrate the system within
municipal facilities and public event environments.
III.
In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City
appraised of the status of performance by delivering
the following status reports:
A.
As requested by the Contract Officer.
IV.
All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
V.
Consultant will utilize the following personnel to accomplish the Services:
A.
Consultant’s qualified personnel.
01007.0001 2154755.3
B
-
1 EXHIBIT
“
B
”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I.
Section 5.1 (Insurance Coverages) of the Agreement is hereby amended to read in its entirety
as follows:
“5.1
Insurance Coverages
.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected
and appointed officers,
employees and agents of City:
(a)
General Liability Insurance (
Coverage
Form
ISO CGL
CG
00 01
or
equivalent)
. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggre gate limit is used, then
the general aggreg
ate limit shall be twice the occurrence limit.
(b)
Worker
’
s Compensation Insurance
. A policy of worker’s compensation
insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any inj
uries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability insuran ce coverage limits of
at least
$1,000,000
.00.
(c)
Automotive Insurance (
Coverage Form ISO
CA
00 01
including
“
any auto
”
and endorsement CA 0025 or equivalent)
. A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -
owned, leased, hired cars and
any automobi
le.
(d)
Professional Liability
. Professional liability insurance appropriate to the
Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be
written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related
to services performed under this Agreement. The
insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -
year period,
Consultant shall ann
ually and upon request of the City submit written evidence of this continuous coverage.
(d)
Cyber Liability.
Technology professional liability errors & omissions
01007.0001 2154755.3
B
-
2 insurance appropriate to Consultant’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 Co nsultant pursuant to this
Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information or data breach, theft, loss, damage or misuse, release o
f private information, extortion and network security. If coverage is maintained on a claims
-
made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the contract. The insurance shall include
the following coverage:
i.
Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
ii.
Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
iii.
Liability arising from the failure of Consultant’s
proprietary technology products (software) required under the contract for Consultant to properly perform the services intended.
iv.
Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -
linking
or framing, and infringement or violation of intellectual property rights.
v.
Liability arising from the failure to render professional
services as defined by industry standards appropriate to the technology being used.
(e)
Subcontractors
. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f)
Additional Insurance
. Policies of such other insurance, as may be required
in the Special Requirements in
Exhibit
“
B
”
.
(
g
)
Broader Coverages and Higher Limits
. Notwithstanding anything else
herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.
”
II.
Section 5.3 (Indemnification) of the Agreement is hereby renamed “General and Intellectual Property Indemnification,” and amended to read in its entirety as follows:
“5.3
General and Intellectual Property
Indemnification
.
01007.0001 2154755.3
B
-
3 To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, eit her judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or cl
aimed by any person, firm or entity arising out of or in connection with
Consultant’s breach of any warranties or representations ,
the negligent
performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from
Consultant’s or indemnitors’ reckless or willful
misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a)
Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b)
Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activ ities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c
)
I
n the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perf orm the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, inc
luding but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof.
This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder.
The provisions o
f this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that
design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional.
The indemnity
obligation shall be binding on successors and assig
ns of Consultant and shall survive termination
of this Agreement.
01007.0001 2154755.3
B
-
4 Consultant represents and warrants that it owns or is otherwise authorized to grant City the right to use, all intellectual property rights associated with Consultant’s provision of the s
ervices
provided in the Scope of Services
, and agrees to defend, indemnify, and hold harmless the City and pay all damages (including reasonable attorneys’ fees) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) (“IP Claims”) again
st City to the extent that such IP Claims are based upon the City’s use of the s
ervices
(excluding third party products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that such use is in compliance with this Agreement. The indemnity obligation shall be b inding on successors and assigns of
Consultant and shall survive termination of this Agreement.
In the event of any IP Claims, or in Consultant’s opinion is likely to occur, Consultant shall at its option and expense and with prior notice to City: (a) mod ify the Services to be non
-
infringing;
or (b) obtain for City the right to use the Services as set out in this Agreement at no cost to City.
Consultant’s options set forth in this paragraph, whether or not exercised, shall in no way eliminate, reduce, curt
ail or abridge Consultant’s obligations to indemnify and defend City in the event of any IP Claims.
Consultant shall have no liability hereunder for any claim of intellectual property infringement based on the combination, operation or use of the Services with software, hardware or other materials not furnished or approved in writing by Consultant if suc h infringement would have
been avoided without such software, hardware or other
materials.
The City may not directly or indirectly through any third parties attempt to reverse -
engineer or
de
-
compile the operation of the Services in any manner through current or future available technologies.
”
III.
Section 6.
3 (Ownership of Documents) of the Agreement is hereby renamed “Grant of License; Ownership of Documents,” and amended to read in its entirety as follows:
“6.3
Grant of License;
Ownership of Documents.
Consultant
hereby grants to City, its employees, officials, and agents a limited revocable, non
-
exclusive, non
-
transferable, royalty free license for the Term for City to use any intellectual property associated with
Consultant’s
provision and City’s use of the services
included in the
Scope of Services
.
All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be th e property of the City and
shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by th
e City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, with respect to any documents and materials
01007.0001 2154755.3
B
-
5 that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. ”
01007.0001 2154755.3
C
-
1 EXHIBIT
“
C
”
SCHEDULE OF COMPENSATION
I.
Consultant shall perform the following tasks at the following rates:
II.
Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub
-
budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.
III.
The City
will compensate Consultant for the Services performed upon submission of a valid invoice.
Each invoice is to include:
A.
Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
B.
Line items for all materials and equipment properly charged to the Services.
01007.0001 2154755.3
C
-
2 C.
Line items for all other approved reimbursable expenses claimed, with supporting documentation.
D.
Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
IV.
The total compensation for the Services shall not exceed $ 82,455.
00 as provided in
Section 2.1 of this Agreement.
01007.0001 2154755.3
D
-
1 EXHIBIT
“
D
”
SCHEDULE OF PERFORMANCE
I.
Consultant shall perform all services timely in accordance with the following schedule:
A.
Installation and Deployment Timeline
1. Consultant shall complete installation, configuration, and operational deployment within the approved project schedule (estimated four
(4)
to six
(6)
weeks unless
otherwise approved by the City).
2. Upon
completion of
installation, configuration, and operational deployment ,
Con
sultant will provide the re
mainder of the services included
in the Scope of
Services
for a period of five (5) years
.
B.
Performance Expectations and Key Performance Indicators (KPIs)
1. System Availability/Uptime
–
The system shall maintain a minimum of 98%
operational availability during scheduled use periods, excluding approved maintenance windows.
2. Response Time for Service Requests
–
Consultant shall acknowledge service or
technical support requests within one (1) business day and provide on -
site or remote
support within the timeframe defined in the Agreement based on severity level.
3. Preventative Maintenance Compliance
–
Consultant shall perform all
manufacturer
-
recommended preventative maintenance in accordance with agreed schedules to ensure continuous system functionality.
4. System Performance and Reliability
–
System shall operate in accordance with all
technical specifications outlined in the Scope of Work, including detection accuracy, throughput requirements, and reporting functionality.
II.
Consultant shall deliver the following tangible work products to the City by the following dates.
A.
As requested by the Contract Officer.
III.
The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, June 16, 2026, 5:00 PM
SPECIAL ORDERS OF THE DAY 30. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Budget Subject: PUBLIC HEARING TO CONSIDER ADOPTION OF RESOLUTION NO. 26-063, ADOPTING THEFISCAL YEAR 2026-2027 ANNUAL BUDGET IN THE GENERAL FUND, SPECIAL REVENUE FUNDS,ENTERPRISE FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP) FUND, CONSIDER RESOLUTIONNO. 26-07-CSA, ADOPTING THE FISCAL YEAR 2026-2027 ANNUAL BUDGET FOR THE CARSONSUCCESSOR AGENCY (SUCCESSOR AGENCY) CONSIDER RESOLUTION NO. 26-07-CHA, ADOPTING THEFISCAL YEAR 2026-2027 ANNUAL BUDGET FOR THE CARSON HOUSING AUTHORITY (HOUSINGAUTHORITY) CONSIDER RESOLUTION NO. 26-064 APPROVING AND ADOPTING THE ANNUALAPPROPRIATIONS LIMIT FOR FISCAL YEAR 2026-2027, AND APPROVAL OF THE 2026-2027 SPECIALEVENTS AND 5-YEAR CIP PLAN (CITY COUNCIL) I. SUMMARY
Over the past several months, the City Council has conducted budget workshops and provided strategic direction to staff in preparation for the Fiscal Year 2026–2027 budget. The accompanying resolutions are now ready for City Council consideration and adoption.
The Fiscal Year 2026–2027 budget was developed using the following guiding principles:
1. Ensure the City of Carson remains fiscally sustainable and economically viable.
2. Deliver high-quality municipal services that meet resident expectations.
3. Maintain a structurally balanced budget by prioritizing essential operating expenditures in line with ongoing revenues.
4. Adopt a budget that aligns with City Council priorities.
Structurally Balanced Budget for Fiscal Year 2026–2027:
Adoption of the annual budget is one of the City Council’s most significant responsibilities. The Fiscal Year 2026– 2027 budget establishes community services, staffing levels, and overall spending authority for the upcoming fiscal year. The proposed budget is structurally balanced and reflects the City's continued commitment to long-term fiscal sustainability.
• Total General Fund Revenues: $156,933,084
• Total General Fund Expenditures and Transfers Out: $156,768,607 • Estimated General Fund Operating Surplus: $164,477
The proposed revenue budget represents a 1.1% increase over the Fiscal Year 2025–2026 adopted budget. Key revenue assumptions include growth in Sales Tax, Property Tax, Utility Users Tax, Oil Business Tax, Fines and Fees, and Charges for Services, offset by decreases in Franchise Fees, Measure K revenues, and Licenses and Permits.
The proposed expenditure budget totals $156.8 million and reflects strategic investments in public safety, personnel, technology, infrastructure maintenance, recreation services, and economic development initiatives. The budget also includes adjustments resulting from Budget Workshop No. 1, including departmental reorganizations, personnel realignments, and enhanced budget transparency regarding Special Event transfers.
The Fiscal Year 2026–2027 budget includes a total of 404 full-time equivalent positions and proposes several new positions and reclassification's designed to improve service delivery, address operational needs, and support organizational priorities.
II. RECOMMENDATION
TAKE the following actions:
1. OPEN the Public Hearing, RECEIVE public testimony regarding the proposed Fiscal Year 2026–2027 budget, and CLOSE the Public Hearing.
2. WAIVE further reading and ADOPT Resolution No. 26-063, adopting the Fiscal Year 2026–2027 budget in the General Fund, Special Revenue Funds Enterprise Funds and the Capital Improvement Program (CIP) Fund.
3. WAIVE further reading and ADOPT Resolution No. 26-07-CSA, adopting the Fiscal Year 2026–2027 Successor Agency Budget.
4. WAIVE further reading and ADOPT Resolution No. 26-07-CHA, adopting the Fiscal Year 2026–2027 Carson Housing Authority Budget.
5. WAIVE further reading and ADOPT Resolution No. 26-064, approving the Fiscal Year 2026–2027 Appropriations Limit.
6. APPROVE the Fiscal Year 2026–2027 Special Events Budget.
7. APPROVE the Fiscal Year 2026–2027 Capital Improvement Program (CIP).
III. ALTERNATIVES
DO NOT ADOPT the proposed Fiscal Year 2026–2027 budget and PROVIDE alternative direction to staff.
IV. BACKGROUND
This report presents the necessary resolutions and supporting documentation for adoption of the Fiscal Year 2026–2027 budget. Budget workshops were conducted to review revenues, expenditures, personnel requests, capitalprojects, and other financial priorities.
Revenue Budget:
The proposed Fiscal Year 2026–2027 General Fund Revenue Budget totals $156,933,084. Major revenue sourcesinclude:
• Sales Tax – $40.3 million• Property Tax – $26.3 million• Franchise Fees – $16.8 million• Transaction User Tax – $18.9 million• Utility Users Tax – $12.0 million• Oil Business Tax – $10.1 million• Fines and Fees – $8.9 million Expenditure Budget:
The proposed Fiscal Year 2026–2027 General Fund Expenditure Budget totals $156,138,481, with Transfers Outtotaling $630,126, for total expenditures and transfers of $156,768,607.
The largest departmental expenditures include:
• Public Safety & Emergency Management – $37.3 million• Public Works – $29.3 million• Community Services/Recreation/Park Maintenance – $28.7 million• Non-Departmental – $13.8 million Budget Workshop Adjustments:
Following Budget Workshop No. 1, staff incorporated several modifications into the proposed budget, including:
• Increased Multimedia Division professional services funding by $100,000.• Transferred Housing Division operations from the City Manager’s Office to the Community and EconomicDevelopment Department.• Adjusted Human Resources staffing to include a Senior Human Resources Analyst.• Reclassified a part-time Recreation Assistant III position to a full-time Early Childhood Instructor.• Reorganized Special Event funding into the Transfers Out category to improve financial transparency.
Personnel Requests:
The proposed budget includes new positions, reclassification's, and staffing adjustments across multipledepartments, including Public Safety, Finance, Community and Economic Development, City Manager’s Office,Human Resources, Public Works, and Community Services.
Notable additions (including, but not limited to):
• Two Code Enforcement Officers.• One Assistant Planner.• One Administrative Analyst.• One Typist Clerk I.• One Administrative Specialist.• Additional community service, recreation, and park maintenance personnel.
These staffing requests support critical service delivery needs, operational efficiencies, compliance requirements,and City Council priorities.
Special Events – Fiscal Year 2026–2027:
The proposed Special Events Budget includes nine community events with a combined estimated attendance ofapproximately 28,700 participants. Events include the Jazz Festival, Country Western Fair, Winterfest, Cinco deMayo, FamFest, Philippine Independence Day, Juneteenth, Samoan Heritage Day, and the State of the CityAddress.
The proposed Fiscal Year 2026–2027 Special Events Budget totals $630,126 and reflects the City's continuedinvestment in programs and activities that strengthen community engagement, celebrate cultural diversity, andprovide recreational and educational opportunities for residents. These events support the City Council's goal offostering a vibrant, inclusive, and connected community.
Capital Improvement Program (CIP):
The proposed Fiscal Year 2026–2027 Capital Improvement Program continues the City's commitment toinfrastructure investment and long-term asset management. The CIP includes General Fund support ofapproximately $30 million, Community Broadband funding of $6.25 million, Reimbursable Grants of $45.0 million,Special Revenue funding of $35.4 million, and 2024 Lease Revenue Bond funding of $31.3 million, for a totalproposed CIP budget of $147.9 million.
Los Angeles County Sheriff Contract:
Public Safety remains a major priority for the City. The Sheriff's contract continues to represent one of the City'slargest General Fund expenditures and is reflected within the Fiscal Year 2026–2027 Public Safety & EmergencyManagement budget of approximately $37.3 million.
For FY 2026–2027, the Sheriff's contract includes a 2.3% increase in service costs, resulting in a total contractbudget of approximately $27.6 million. The increase includes personnel costs and liability coverage adjustments.
Salaries and Benefits:
The proposed Fiscal Year 2026–2027 salaries and benefits budget totals approximately $61.8 million and supports404 authorized full-time equivalent positions citywide.
Conclusion:
The proposed Fiscal Year 2026–2027 budget reflects a continued commitment to fiscal responsibility, high-qualitymunicipal services, strategic investment in personnel and infrastructure, and alignment with City Council prioritieswhile maintaining a structurally balanced financial plan.
V. FISCAL IMPACT
The proposed Fiscal Year 2026–2027 budget is structurally balanced, with General Fund revenues of $156,933,084 and expenditures and transfers out of $156,768,607, resulting in an estimated operating surplus of $164,477. Approval of the recommended actions will establish spending authority for Fiscal Year 2026–2027 and authorize funding for City operations, capital improvement projects, and special events as presented in the proposed budget.
VI. EXHIBITS
1. Exhibit A - Public Hearing Notice
2. Exhibit B - General Fund Balance
3. Exhibit C - General Fund Revenue
4. Exhibit D - General Fund Expenditure
5. Exhibit E - Budget Resolution 26-063
6. Exhibit F - Carson Successor Agency Resolution 26-07-CSA
7. Exhibit G - Carson Housing Authority Resolution 26-07-CHA
8. Exhibit H - Gann Limit Resolution 26-064
9. Exhibit I - FY 2026-2027 Special Events Budget
10. Exhibit J - FY 2026-2027 CIP. Plan
Attachments
Exhibit A - Public Hearing Notice
Exhibit B - General Fund Balance
Exhibit C - General Fund Revenue
Exhibit D - General Fund Expenditure
Exhibit E - Budget Resolution 26-063
Exhibit F - Carson Successor Agency Resolution 26-07-CSA Exhibit G - Carson Housing Authority Resolution 26-07-CHA Exhibit H - Gann Limit Resolution 26-064
Exhibit J - FY 2026-2027 C.I.P. Plan
Exhibit I - FY 2026-2027 Special Events Budget.pdf
General Fund Balance
General Fund Revenue
Revenue Source
FY 25/26 Adopted
Budget
FY 26/27 Proposed
Budget
FY 25/26
Actuals
Percent Change
+/-
Sales Tax 39,149,000 40,344,641 30,535,714 3.0%
Property Tax 25,594,667 26,320,406 16,981,848 2.8%
Franchise Fees 21,180,000 16,821,000 10,608,190 -25.9%
Transaction User Tax (Measure K) 19,900,000 18,923,759 12,772,910 -5.2% Utility User Tax 11,500,000 12,000,000 8,859,790 4.2%
Licenses and Permits 9,749,738 9,451,590 7,385,456 -3.2% Oil Business Tax 8,600,000 10,050,000 9,089,621 14.4%
Use of Money and Property 7,118,940 7,057,000 8,742,437 -0.9% Fines and Fees 6,051,704 8,936,163 18,242,880 32.3%
Transient Occupancy Tax 2,500,000 2,500,000 1,849,816 - Charges for Services 1,494,694 1,955,526 1,723,595 23.6% Intergovernmental Revenues 150,000 150,000 37,688 0.0%
Other Revenue 2,270,821 2,423,000 10,399,813 6.3%
Totals 155,259,564 156,933,084 137,229,758 1.1%
General Fund Expenditure’s
Department
FY 25/26
Revised Budget
FY 26/27 Budget
Workshop 1
FY 26/27
Proposed Budget
Department
Changes
Percent
+/-
City Council 954,898 960,749 960,749 0 0.6%
City Attorney's Office 3,900,000 2,900,000 2,900,000 0 -25.6% City Clerk's Office 1,912,550 2,557,729 2,557,729 0 33.7% City Treasurer's Office 1,040,083 988,809 988,809 0 -4.9% City Manager's Office 8,249,921 8,508,050 7,709,566 -798,484 -6.5% Information Technology and Security 5,868,083 6,200,143 6,200,143 0 5.7% Public Safety & Emergency
Management 35,659,799 37,311,023 37,311,023 0 4.6%
Finance 6,326,692 6,674,228 6,674,228 0 5.5%
Human Resources & Risk
Management 7,249,640 8,476,672 8,682,247 205,575 19.8% Community & Economic Development 10,534,827 9,557,994 10,376,477 818,483 -1.5% Public Works 33,457,461 29,263,161 29,263,161 0 -12.5% Community Services/Recreation/Park
Maintenance 26,522,737 29,234,326 28,684,200 -550,126 8.1% Non-Departmental 14,324,381 13,830,149 13,830,149 0 -3.5% Total Departmental Expenditure 156,001,072 156,463,033 156,138,481 -324,552 0.1% Transfer's Out 550,126 0 630,126 630,126 14.5%
Total Expenditures and Transfer's Out 156,551,198 156,463,033 156,768,607 305,574 0.1%
RESOLUTION NO. 26-063
A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL ADOPTING THE FISCAL YEAR 2026-27 BUDGET IN THE GENERAL FUND , SPECIAL REVENUE FUNDS , ENTERPRISE
FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP) FUND
WHEREAS, the City Manager and Staff have prepared and submitted to the City Council the proposed budget for Fiscal Year 2026-27, which commences on July 1, 2026, and ends on June 30, 2027; and WHEREAS, on May 5, 2026, and May 20, 2026, the City Council conducted budget workshops to provide an opportunity to the public to comment on the proposed budget for FY 2026-27; and WHEREAS, pursuant to Carson Municipal Code Section 2952, the City Council held a duly noticed public hearing on June 16, 2026 to consider adopting the budget for FY 2026-27; and WHEREAS, the City Council has reviewed the proposed FY 2026-27 budget; and WHEREAS, the City Council has determined it necessary for efficient management of the City to appropriate certain sums in various departments for various activities of the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON DOES HEREBY RESOLVE, FIND, DETERMINE, AND ORDER AS FOLLOWS:
Section 1. The General Fund budget , Special Revenue Funds budget , Enterprise Fund budget, and the Capital Improvement Program (CIP) Fund budget for the City of Carson beginning July 1, 2026 and ending June 30, 2027 is hereby adopted. Said budget being the proposed budget as reviewed and amended by the City Council, a copy of which is on file in the City Clerk’s Office.
Section 2. The funds are hereby appropriated to the respective accounts for expenditure in FY 26-27, as set forth in the proposed and amended budget.
Section 3. The following sums of money are hereby appropriated to the following funds and departments of the City for expenditure during FY 26-27.
GENERAL FUND
Department Dept No. Amount
City Council 10 960,749
City Attorney’s Office 20 2,900,000
City Clerk’s Office 30 2,557,729
City Treasurer’s Office 40 988,809
City Manager’s Office 50 7,709,566
Information Technology and Security 52 6,200,143
Public Safety and Emergency Management 55 37,311,023
Finance 60 6,674,228
Human Resources and Risk Management 65 8,682,247
Community and Economic Development 70 10,376,477
Public Works 80 29,263,161
Community Services/Recreation/Park Maintenance 90 28,684,200 Non-Departmental 99 13,830,149
General Fund Operation and Maintenance Expenditure Total 156,138,481
OTHER GENERAL FUND APPROPIATIONS
Capital Improvement Projects (CIP) 30,000,000
Transfer to Special Events Fund (244) 630,126
General Fund Appropriations Total 186,768,607
SPECIAL REVENUE, ENTREPRISE, AND CAPITAL PROJECT FUNDS
FUND NAME FUND NO. AMOUNT
Equitable City Revitalization 206 150,000
State COPS Grants 209 800,000
Family Support Grant 210 57,000
State Gas Tax 212 2,392,041
Hud Energy Resiliency 213 2,000,000
Community Development Block Grant 215 663,974
Bikeway Access/TDA3 217 167,000
Proposition A – LA Metro 218 3,511,311
Proposition C – La Metro 219 3,031,942
Federal Highway Planning 220 5,832,539
State Permanent Local Housing Allocation 221 35,000
LA County Measure A (RPOSD) 222 1,430,000
EPA Brownfields Program Fund 223 1,000,000
Air Quality 225 149,430
State Grants Program 227 2,000,000
Special Grants 228 110,000
Special City Events 244 630,126
Load Shed Program 246 250,000
Public Education/Government Broadcasting - PEG 247 25,000 Raised Median Fees 248 456,000
Utility Underground Fees 249 750,000
Measure R 254 2,289,589
Housing Authority 255 1,213,483
Masure R – Measure M Bond Series 2019 256 11,989,270
Measure R Highway Program 259 4,323,500
Measure R Transit Investment 260 4,776,932
Restricted Administrative Tow Fees 262 135,000
Measure M 281 10,194,681
Measure M Subregional Program 282 14,053,078
Measure M PS&E and Construction 283 6,456,186
Other SB1 Programs/Comp Grants 285 553,625
MTA Call for Projects 287 3,588,495
Road Repair Act 2017 SB1 288 6,200,000
Development Impact Fee 289 6,512,573
Community Facilities District 291 1,509,908
Enhanced Infrastructure Financing District 292 685,000 Carson Stormwater 295 3,177,435
Safe Clean Regional Stormwater 296 5,980,000
Fiber Optic Enterprise Fund 510 6,250,000
Reclamation Authority 578 7,602,797
CPFA 2024 Lease Revenue Bonds 775 37,001,106
Successor Agency Bond Proceeds 782 14,550,172
Successor Agency RPTTF 783 45,544,478
Special Revenue, Enterprise, and Capital Project Funds Total 220,028,671
Section 4. The City Manager is hereby instructed to have copies of the adopted budget on file with the City Clerk’s Office, a copy of the adopted budget posted to the City’s website, and electronic copies of the adopted budget distributed to all departments, officials, and interested parties, as soon as convenient.
Section 5. The City Clerk shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY 26-27 budget on file, and effective as of July 1, 2026, the same shall be in force and effect.
PASSED, APPROVED, AND ADOPTED this 16th 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. 26-063 adopted by the City of Carson City Council at its meeting held on June 16, 2026, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMEBES:
ABSENT:
COUNCIL MEMBERS:
_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
RESOLUTION NO. 26-07-CSA
A RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY TO THE
DISSOLVED CARSON REDEVELOPMENT AGENCY ADOPTING THE FISCAL YEAR 2026-27 BUDGET
WHEREAS, the Executive Director and Staff have prepared and submitted to the Successor Agency Board the proposed budget for Fiscal Year 2026-27 (FY26-27), which commences on July 1, 2026 and ends on June 30, 2027; and
WHEREAS, the Successor Agency Board has reviewed the proposed FY26-27 budget; and WHEREAS, the Successor Agency Board has determined it is necessary to fulfill enforceable obligations and complete any unfinished projects that were subject to legally enforceable contractual commitments; and
WHEREAS, the Successor Agency Board has determined it is necessary for efficient management of the Successor Agency to appropriate certain sums for various activities of the Successor Agency.
NOW, THEREFORE, THE BOARD OF THE SUCCESSOR AGENCY TO THE DISSOLVED CARSON
REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, FIND, DETERMINE, AND ORDER AS FOLLOWS, EFFECTIVE JULY 1, 2026.
Section 1. The budget for the Successor Agency to the Dissolved Carson Redevelopment Agency beginning July 1, 2026 and ending June 30, 2027 is hereby adopted. Said budget being the proposed budget as reviewed by the Successor Agency Board, a copy of which is on file in the Successor Agency Secretary’s Office.
Section 2. The following sums of money are hereby appropriated to the respective accounts for expenditure during FY26-27, as set forth in the proposed budget.
REDEVELOPMENT PROPERTY TAX FUND 783: EXPENDITURES $25,154,156
REDEVELOPMENT PROPERTY TAX FUND 783: REVENUES $25,154,156
Section 3. The Executive Director is hereby instructed to have copies of the adopted budget on file with the Successor Agency Secretary’s Office, a copy of the adopted budget posted to the City of Carson website, and electronic copies of the adopted budget distributed to all departments, officials, and interested parties, as soon as convenient.
Section 4. The Successor Agency Secretary shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY2 6-27 budget on file, and effective as of July 1, 2026, the same shall be in force and effect.
PASSED, APPROVED, AND ADOPTED this 16th day of June, 2026.
APPROVED AS TO FORM: CARSON SUCCESSOR AGENCY:
Sunny K. Soltani, Agency Counsel Lula Davis-Holmes, Chairperson
ATTEST:
Dr. Khaleah K. Bradshaw, Secretary
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, Secretary of the Successor Agency to the Dissolved Carson Redevelopment Agency, hereby attest to and certify that the foregoing resolution, being Resolution No. 26-07-CSA, adopted by the Successor Agency Board at its meeting held on the 16th day of June, 2026, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
Dr. Khaleah K. Bradshaw, Secretary
RESOLUTION NO. 26-07-CHA
A RESOLUTION OF THE BOARD OF THE CARSON HOUSING AUTHORITY ADOPTING THE FISCAL YEAR 2026-27 BUDGET
WHEREAS, the Executive Director and Staff have prepared and submitted to the Carson Housing Authority Board the proposed budget for Fiscal Year 2026-27 (FY26-27), which commences on July 1, 2026 and ends on June 30, 2027; and
WHEREAS, the Carson Housing Authority Board has determined that it is necessary to provide safe, sanitary, affordable, and suitable housing units to the Carson community; and WHEREAS, the Carson Housing Authority Board has determined it is necessary for efficient management of the Housing Authority to appropriate certain sums for various activities of the Housing Authority.
NOW, THEREFORE, THE BOARD OF THE CARSON HOUSING AUTHORITY DOES HEREBY RESOLVE, FIND, DETERMINE, AND ORDER AS FOLLOWS, EFFECTIVE TO JULY 1,2026.
Section 1. The budget for the Carson Housing Authority beginning July 1, 202 6 and ending June 30, 2027 is hereby adopted. Said budget being the proposed budget as reviewed by the Carson Housing Authority Board, a copy of which is on file in the Authority Secretary’s Office.
Section 2. The following sums of money are hereby appropriated to the respective accounts for expenditure during FY26-27, as set forth in the proposed budget.
CARSON HOUSING AUTHORITY FUND 255: EXPENDITURES $1,213,483
Section 3. The Executive Director is hereby instructed to have copies of the adopted budget on file with the Authority Secretary’s Office, a copy of the adopted budget posted to the City of Carson website, and electronic copies of the adopted budget distributed to all departments, officials, and interested parties, as soon as convenient.
Section 4. The Authority Secretary shall certify to the adoption of this resolution and shall keep a copy of this resolution attached to the FY26-27 budget on file, and effective as of July 1, 2026, the same shall be in force and effect.
APPROVED AS TO FORM: CARSON HOUSING AUTHORITY:
Sunny K. Soltani, Authority Counsel Lula Davis-Holmes, Chairperson
ATTEST:
Dr. Khaleah K. Bradshaw, Secretary
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, Secretary of the Carson Housing Authority, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 26-07-CHA, adopted by the Carson Housing Authority Board at its meeting held on the 16th day of June, 2026, by the following vote:
AYES: AUTHORITY BOARD MEMBERS:
NOES: AUTHORITY BOARD MEMBERS:
ABSTAIN: AUTHORITY BOARD MEMBERS:
ABSENT: AUTHORITY BOARD MEMBERS:
Dr. Khaleah K. Bradshaw, Secretary
RESOLUTION NO. 26-064
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, ADOPTING THE ANNUAL APPROPRIATION LIMIT FOR FISCAL YEAR 2026-2027
WHEREAS, in November 1979, the voters of California adopted Proposition 4(“Gann Amendment”), which added Article XIII B to the California Constitution; and WHEREAS, Section 7900 of the Government Code provides for the effect and efficient implementation of Article XIII B of the California Constitution: and WHEREAS, pursuant to Section 7910 of the Government Code, each local government must establish its appropriations limit each pursuant to Article XIII B of the California Constitution (“Gann Limits”); and WHEREAS, in 1990, California voters adopted Proposition 111, which amended Article XIII B of the California Constitution; and
WHEREAS, Proposition 111 requires the City of Carson to select annually, by a recorded vote of the City Council of the City of Carson the growth factors to use in calculating the annual appropriations limit; and
WHEREAS, Article XIII B of the California Constitution provides that the appropriations limit for FY 2026-2027 be calculated by adjusting the appropriations limit for the FY 2025-2026 by change in the increase in California Per Capital Income (PCI) and the change in City Population; and WHEREAS, the appropriations limit for FY 2026-2027 has been calculated by the Finance department of the City of Carson; and
WHEREAS, the City of Carson has complied with all the provisions of Article XIII B in determining the appropriations limit for FY 2026-2027.
NOW, THEREFORE, the City Council of the City of Carson, California, does hereby find, determine, order and resolve as follows, effective July 1, 2026.
Section 1. The appropriations limit for FY 2026-2027, as is hereby set at $319,779,790 in accordance with the provisions in Article XIII B of the California Constitution, attached hereto and made a part thereof.
Section 2. The City Clerk shall certify to the adoption of this resolution and shall maintain said resolution with Attachment 1, attached hereto and made a part thereof, in the City Clerk’s office for public inspections.
PASSED, APPROVED, AND ADOPTED this 16th day of June, 2026.
APPROVED AS TO FROM: CITY OF CARSON:
_________________________ ________________________
Sunny K. Soltani, City Attorney Lula Davis-Holmes, Mayor
ATTEST:
_______________________________
Dr. Khaleah K. Bradshaw, City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoing resolution, being Resolution No. 26-064 adopted by the City of Carson City Council at its meeting held on June 16, 2026, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMEBES:
ABSENT:
COUNCIL MEMBERS:
_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
FY 26-27 CIP Draft
PROJ # TYPE PROJECT NAME DESCRIPTION Total Cost Estimate Proposed FY26-27 Funding FY 27-28 Funding Estimate FY 28-29 Funding Estimate FY 29-30 Funding Estimate FY 30-31 Funding Estimate Funding Source PW0675 Roadways Sepulveda Blvd -Widening The project involves widening and improvement of the roadway and bridge along Sepulveda Blvd to provide three lanes of traffic in both directions, construction of new sidewalk, relocation of existing electrical poles, and modification of existing traffic signal.
25,000,000.00$ -$ -$ -$ -$ -$ COOP - Fund 284 PW0675 Roadways Sepulveda Blvd -Widening The project involves widening and improvement of the roadway and bridge along Sepulveda Blvd to provide three lanes of traffic in both directions, construction of new sidewalk, relocation of existing electrical poles, and modification of existing traffic signal.
-$ 6,456,186.00$ 17,913,853.00$ -$ -$ -$ Measure M PS&E - Fund 283 PW1640 Parks Replace Park Rubberized Play
Surface and Playground
Structures- Phase 2
Replace the entire rubberized play surface and play structures at Parks and Mini Parks 12,000,000.00$ -$ 12,000,000.00$ -$ -$ -$ General Fund PW1368 Parks Carriage Crest Park Expansion
and Improvement Project
Refurbish main building facility and develop the additional 10 acres leased from Sanitation District. The project will include extending existing parking lot, adding new parking lot, Dog park, and remote restroom on South East end of property. New playground, outdoor fitness equipment area, new athletic ball fields with Security lights, upgrades to existing basketball courts, and general site improvements including walking/jogging loop (Prop 68-$13M) +($3.3M General Fund) 25,372,546.58$ -$ -$ -$ -$ -$ OGALS PW1368 Parks Carriage Crest Park Expansion
and Improvement Project
Refurbish main building facility and develop the additional 10 acres leased from Sanitation District. The project will include extending existing parking lot, adding new parking lot, Dog park, and remote restroom on South East end of property. New playground, outdoor fitness equipment area, new athletic ball fields with Security lights, upgrades to existing basketball courts, and general site improvements including walking/jogging loop (Prop 68-$13M) +($3.3M General Fund) -$ 3,000,000.00$ -$ -$ -$ -$ 2024 Lease Revenue Bond PW1368 Parks Carriage Crest Park Expansion
and Improvement Project
Refurbish main building facility and develop the additional 10 acres leased from Sanitation District. The project will include extending existing parking lot, adding new parking lot, Dog park, and remote restroom on South East end of property. New playground, outdoor fitness equipment area, new athletic ball fields with Security lights, upgrades to existing basketball courts, and general site improvements including walking/jogging loop (Prop 68-$13M) +($3.3M General Fund) -$ -$ -$ -$ -$ -$ DIF Park & Related Facilities (4942)
PW1809 Parks Veterans Sports Complex
Installation of HVAC, Solar
Panels and Generator
Installation of new HVAC systems, backup generator facilities, and solar panel infrastructure at Veterans Park to improve energy efficiency, operational reliability, and facility resiliency. Replacement and upgrade of existing HVAC equipment, installation of new heating and cooling systems, ducting, electrical connections, controls, and related mechanical improvements. It also includes installation of a standby emergency generator with associated electrical equipment and transfer switch systems to provide backup power during outages. Also included is the installation of solar photovoltaic panels and related electrical infrastructure to support renewable energy generation and reduce energy consumption. Additional work may include structural improvements, concrete pads, utility upgrades, trenching, and site restoration. -$ -$ 2,000,000.00$ -$ -$ -$ General Fund PW1396 Roadways Dominguez Street Roadway
Reconstruction
Dominguez Street from Wilmington to Alameda. The project includes asphalt pavement grind and overlay, local removal and replacement of roadway section. It also includes concrete reconstruction, tree removal and replacement, repair of damage sidewalk, driveway approaches, curbs and gutter, access ramps.
3,120,000.00$ -$ 3,120,000.00$ -$ -$ -$ None PW1833 Roadways Citywide Street Name Sign
Replacement
Replacement of Street Name Signs Citywide to align with new style guidelines -$ -$ -$ -$ -$ General Fund PW1413-5 Roadways Annual Slurry Seal & Crack
Seal Program (Preventative
Maintenance)
Annual preventative maintenace using a rubberized slurry seal on city streets - 900,000.00$ -$ 900,000.00$ -$ -$ -$ None PW1416 Parks **Calas Park & Fosia Park
Roof Repair
Repair and replace roofing material at Calas (Complete) and Foisia Park 666,078.00$ 500,000.00$ -$ -$ -$ -$ Community Facilities District (CFD)