Agenda packet — Carson City Council, September 1, 2026 (part 2 of 5)

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract

ATTACHMENT C

FEES/PRICING
I. Submit current catalog off list prices. The contract prices for goods under this contract will be the price derived by multiplying the list price by a standard discount.

All pricing shall include labor and Freight costs.

Total volume for all categories last year was approximately $7.9 million.* *Based on all current County Systems/Free-Standing/ Filing Systems/Seating and Installation Service contracts.

Manufacturers Percentage discount for Manufacturer's Price List Herman Miller/Knoll Discount off of list See Below %
Quick Ship See Below %
If there is a different discount for any other series of furnit ure for the manufacturer listed above, please list the name of the different series and the discount that applies if different. If offering more than on manufacture, please include a pricing schedule for each manufacture. Use additional sheets if needed.

ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY TIME (IN
WEEKS)

DISCOUNT OFF
LIST

QUICK SHIP

OFF LIST

1. AO1/AO2-Panels/Components Herman Miller 6-8 Weeks 67.73% 67.73%

2. Burdick Group Herman Miller 6-8 Weeks 37.33% 37.33%

3. Canvas Channel/Dock Herman Miller 6-8 Weeks 68.27% 68.27%

4. Canvas Group Herman Miller 6-8 Weeks 68.27% 68.27%

5. Canvas Metal Storage Herman Miller 6-8 Weeks 68.27% 68.27%

6. Canvas Wood Storage Herman Miller 6-8 Weeks 68.27% 68.27%

7. Canvas Office Landscape Metal Desk Herman Miller 6-8 Weeks 68.27% 68.27%

8. Canvas Private Office Herman Miller 6-8 Weeks 68.27% 68.27%

9. Canvas Wall Herman Miller 6-8 Weeks 68.27% 68.27%

10. Canvas Vista Herman Miller 6-8 Weeks 68.27% 68.27%

11. Co/Struc Herman Miller 6-8 Weeks 41.03% 41.03%

12. Energy Distribution Herman Miller 6-8 Weeks 66.73% 66.73%

13. Ergo Comp Furniture Herman Miller 6-8 Weeks 36.72% 36.72%

14. Ethospace Herman Miller 6-8 Weeks 67.73% 67.73%

15. Generic Herman Miller 6-8 Weeks 65.78% 65.78%

16. Healthcare Action Lab Herman Miller 6-8 Weeks 41.03% 41.03%

17. Layout Studio Herman Miller 6-8 Weeks 40.59% 40.59%

18. Textiles Herman Miller 6-8 Weeks 66.33% 66.33%

19. Autostrada Knoll 6-8 Weeks 67.67% 67.67%

20. Antenna Knoll 6-8 Weeks 67.67% 67.67%

21. COT Knoll 6-8 Weeks 67.67% 67.67%

22. Currents Knoll 6-8 Weeks 67.67% 67.67%

23. Dividends Knoll 6-8 Weeks 67.67% 67.67%

24. Reff Knoll 6-8 Weeks 67.67% 67.67%

25. KBench Knoll 6-8 Weeks 67.67% 67.67%
44 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 61 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
PRICING SCHEDULE –FREE-STANDING/MODULAR/CASE GOODS FURNITURE II. Submit current catalog off list prices. The contract prices for goods under this contract will be the price derived by multiplying the list price by a standard discount.

All pricing shall include labor and Freight costs.

Total volume for all categories last year was approximately $7.9 million. * *Based on all current County Systems/Free-Standi ng/Filing Systems/Seating and Installation Service contracts.

Manufacturers Percentage discount for Manufacturer's Price List Various Discount off of list See Below %
Quick Ship See Below %
If there is a different discount for any other series of furnit ure for the manufacturer listed above, please list the name of the different series and the discount that applies if different. If ordering more than one manufacture, please include a pricing schedule for each manufacturer. Use additional sheets if needed.

ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY TIME (IN
WEEKS)

DISCOUNT

OFF LIST

QUICK SHIP

OFF LIST

1. Accessories Herman Miller 6-8 Weeks 69.23% 69.23%

2. AGL Tables Herman Miller 6-8 Weeks 35.10% 35.10%

3. Commend Herman Miller 6-8 Weeks 56.98% 56.98%

4. Compass Herman Miller 6-8 Weeks 41.65% 41.65%

5. Eames Tables Herman Miller 6-8 Weeks 63.10% 63.10%

6. Eames Stone & Outdoor TablesHerman Miller 6-8 Weeks 47.45% 47.45%

7. Everywhere Herman Miller 6-8 Weeks 62.48% 62.48%

8. Headway Tables Herman Miller 6-8 Weeks 62.21% 62.21%

9. Healthcare Carts Herman Miller 6-8 Weeks 5.84% 5.84%

10. Healthcare Casework Herman Miller 6-8 Weeks 35.29% 35.29%

11. Innovative Products Herman Miller 6-8 Weeks 36.72% 36.72%

12. International Collection Herman Miller 6-8 Weeks 44.69% 44.69%

13. Intersect Portfolio Herman Miller 6-8 Weeks 43.69% 43.69%

14. Lighting Herman Miller 6-8 Weeks 67.23% 67.23%

15. Modern Classics Herman Miller 6-8 Weeks 39.79% 39.79%

16. Mora Herman Miller 6-8 Weeks 46.15% 46.15%

17. Motia Herman Miller 6-8 Weeks 60.33% 60.33%

18. Nelson Basic Cabinet Series Herman Miller 6-8 Weeks 35.10% 35.10%

19. Nelson Lighting Herman Miller 6-8 Weeks 37.10% 37.10%

20. Nelson Tables Herman Miller 6-8 Weeks 37.10% 37.10%

21. Nevi Link Height Adj BenchHerman Miller 6-8 Weeks 58.95% 58.95%

22. Nevi Sit to Stand Tables Herman Miller 6-8 Weeks 58.95% 58.95%

23. OE1 Boundary Herman Miller 6-8 Weeks 56.27% 56.27%

24. OE1 Micro Packs Herman Miller 6-8 Weeks 58.42% 58.42%

25. OE1 Storage Herman Miller 6-8 Weeks 56.27% 56.27%
45 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

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File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY TIME (IN
WEEKS)

DISCOUNT

OFF LIST

QUICK SHIP

OFF LIST

26. OE1 Tables & Benching Herman Miller 6-8 Weeks 58.42% 58.42%

27. Overlay Herman Miller 6-8 Weeks 42.45% 42.45%

28. Plex Herman Miller 6-8 Weeks 35.80% 35.80%

29. Prospect Herman Miller 6-8 Weeks 46.45% 46.45%

30. Public Herman Miller 6-8 Weeks 44.69% 44.69%

31. Q Tables Herman Miller 6-8 Weeks 55.96% 55.96%

32. Renew Link Herman Miller 6-8 Weeks 62.30% 62.30%

33. Renew Tables Herman Miller 6-8 Weeks 62.30% 62.30%

34. Islands Knoll 6-8 Weeks 49.23% 49.23%

35. K Base Knoll 6-8 Weeks 67.17% 67.17%

36. K Screen Knoll 6-8 Weeks 68.52% 68.52%

37. K Stand Knoll 6-8 Weeks 66.52% 66.52%

38. Knoll Extra Knoll 6-8 Weeks 53.76% 53.76%

39. Knoll Studio Knoll 6-8 Weeks 46.69% 46.69%

40. Muuto Knoll 6-8 Weeks 18.71% 18.71%

41. Pixel Tables Knoll 6-8 Weeks 49.49% 49.49%

42. Propeller Knoll 6-8 Weeks 48.34% 48.34%

43. Rockwell Unscripted Knoll 6-8 Weeks 46.73% 46.73%

44. Template Knoll 6-8 Weeks 67.52% 67.52%

45. Tone Knoll 6-8 Weeks 68.52% 68.52%

46. All Bernhardt 12-14 Weeks 34.19% 34.19%

47. All BRC 12-14 Weeks 57.96% 57.96%

48. All Coalesse 12-14 Weeks 37.72% 37.72%

49. All Creative Wood 12-14 Weeks 35.84% 35.84%

50. All Deskmakers 8-10 Weeks 52.44% 52.44%

51. All Enwork 8-10 Weeks 56.74% 56.74%

52. All ERG 8-10 Weeks 40.12% 40.12%

53. All Falcon Products 8-10 Weeks 38.59% 38.59%

54. All Forms & Surfaces 12-14 Weeks Quote Quote

55. All Fulbright 8-10 Weeks 43.55% 43.55%

56. Casegoods, Tables, Seating Geiger 12-14 Weeks 39.58% 39.58%

57. Axon, Domino Geiger 12-14 Weeks 32.22% 32.22%

58. All Global Furniture 8-10 Weeks 40.79% 40.79%

59. All Halcon 12-14 Weeks 29.49% 29.49%

60. Casegoods & Tables Haskell 12-14 Weeks 33.79% 33.79%

61. Lateral-Verticals HBF 12-14 Weeks 33.79% 33.79%

62. Systems/Peds Hon 6-8 Weeks 47.36% 47.36%

63. All Hon 6-8 Weeks 47.36% 47.36%

64. All Hon 6-8 Weeks 47.36% 47.36%

65. All In2Design 8-10 Weeks 39.92% 39.92%

66. All Janus et Cie 12-14 Weeks 40.79% 40.79%

67. All Kannoa 12-14 Weeks Quote Quote

68. All Krug 8-10 Weeks 43.55% 43.55%

69. All Landscape Forms 12-14 Weeks Quote Quote
46 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

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File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
ITEM

NO SERIES
BRAND

ESTIMATED DELIVERY

TIME (IN WEEKS)

DISCOUNT OFF QUICK SHIP OFF

70. All Malik 12-14 Weeks 34.79% 34.79%

71. All Maverick 6-8 Weeks 48.53% 48.53%

72. All National 8-10 Weeks 52.36% 52.36%

73. All Naughtone 8-10 Weeks 40.10% 40.10%

74. All Nemschoff 8-10 Weeks 44.10% 44.10%

75. All Neocase 12-14 Weeks 32.79% 32.79%

76. All Nevers 12-14 Weeks 42.10% 42.10%

78. All Nevins 12-14 Weeks 42.35% 42.35%

79. All Nienkamper 12-14 Weeks 40.79% 40.79%

80. All Nucraft 12-14 Weeks 43.55% 43.55%

81. All OFS 8-10 Weeks 50.62% 50.62%

82. All Prismatique 12-14 Weeks 33.79% 33.79%

83. All Sauder 12-14 Weeks 33.79% 33.79%

84. All Smart Desks 12-14 Weeks 33.79% 33.79%

85. All SmartSpace 12-14 Weeks 40.79% 40.79%

86. All Surface Works 12-14 Weeks 41.08% 41.08%

87. All Three H 12-14 Weeks 49.56% 49.56%

88. All Tropitone 12-14 Weeks Quote Quote

89. All Versteel 8-10 Weeks 39.69% 39.69%

90. All Virco 8-10 Weeks 49.81% 49.81%

91. All Vitra 8-10 Weeks 33.72% 33.72%

92. All Watson 12-14 Weeks 44.74% 44.74%

93. All WCI Outdoor 12-14 Weeks 40.79% 40.79%

94. All West Coast Industries WCI 12-14 Weeks 38.04% 38.04% 47 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 64 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
PRICING SCHEDULE –FILING/FILING SYSTEMS FURNITURE
III. Submit current catalog off list prices. The contract prices for goods under this contract will be the price derived by multiplying the list price by a standard discount.

All pricing shall include labor and Freight costs.

Total volume for all categories last year was approximately $7.9 million.* *Based on all current County Systems/Free-Standing/Filing Syste ms/Seating and Installation Service contracts.

ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY TIME
(IN WEEKS)

DISCOUNT OFF
LIST

QUICK SHIP

OFF LIST

1. C-Style Overhead Herman Miller 6-8 Weeks 64.28% 64.28%

2. Keys/Locks Herman Miller 6-8 Weeks 68.23% 68.23%

3. Meridian Towers Herman Miller 6-8 Weeks 48.60% 48.60%

4. Meridian Laterals Herman Miller 6-8 Weeks 52.47% 52.47%

5. Meridian Pedestals Herman Miller 6-8 Weeks 48.60% 48.60%

6. Meridian Storage Cases/Bookcases Herman Miller 6-8 Weeks 48.60% 48.60%

7. Meridian Unity Lateral File Herman Miller 6-8 Weeks 48.60% 48.60%

8. Quadrant Storage Towers Herman Miller 6-8 Weeks 55.96% 55.96%

9. Tu Laterals Herman Miller 6-8 Weeks 60.89% 60.89%

10. Tu Pedestals Herman Miller 6-8 Weeks 60.89% 60.89%

11. Tu Storage Herman Miller 6-8 Weeks 60.89% 60.89%

12. Tu Towers Herman Miller 6-8 Weeks 60.89% 60.89%

13. Tu Wood Cases Herman Miller 6-8 Weeks 60.89% 60.89%

14. Tu Wood Credenzas Herman Miller 6-8 Weeks 60.89% 60.89%

15. Tu Wood Cubbies Herman Miller 6-8 Weeks 60.89% 60.89%

16. Tu Wood Laterals Herman Miller 6-8 Weeks 60.89% 60.89%

17. Tu Wood Peds Herman Miller 6-8 Weeks 60.89% 60.89%

18. Tu Wood Towers Herman Miller 6-8 Weeks 60.89% 60.89%

19. Anchor Knoll 6-8 Weeks 68.02% 68.02%

20. Calibre Knoll 6-8 Weeks 57.60% 57.60%

21. Quoin Knoll 6-8 Weeks 68.02% 68.02%

22. All Aurora 8-10 Weeks 27.65% 27.65%

23. All Fire-King 8-10 Weeks 40.79% 40.79%

24. All Korden 8-10 Weeks 43.55% 43.55%

25. All Lyon Workspace 8-10 Weeks 9.25% 9.25%
48 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

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File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY TIME
(IN WEEKS)

DISCOUNT OFF
LIST

QUICK SHIP

OFF LIST

26. All Magnuson Group 12-14 Weeks 26.65% 26.65%

27. All Marathon 12-14 Weeks Quote Quote

28. All McMurray Stern 12-14 Weeks Quote Quote

29. All Memo 12-14 Weeks 37.60% 37.60%

30. All MergeWorks 12-14 Weeks 40.79% 40.79%

31. All RichardsWilscox- 12-14 Weeks 38.92% 38.92%

32. All Spacesaver 12-14 Weeks Quote Quote

33. All SpaceStor 12-14 Weeks 40.79% 40.79%

34. All Western Pacific 12-14 Weeks 40.79% 40.79%
49 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

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File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
PRICING SCHEDULE –SEATING FURNITURE
IV. Submit current catalog off list prices. The contract prices for goods under this contract will be the price derived by multiplying the list price by a standard discount.

All pricing shall include labor and Freight costs.

Total volume for all categories last year was approximately $7.9 million. * *Based on all current County Systems/Free-Standin g/Filing Systems/Seating and Installation Service contracts.

ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY

TIME (IN

DISCOUNT OFF
LIST

QUICK SHIP

OFF LIST

1. Aeron Chairs Herman Miller 6-8 Weeks 50.26% 50.26%

2. American Leather Herman Miller 6-8 Weeks 35.10% 35.10%

3. Aside Herman Miller 6-8 Weeks 47.65% 47.65%

4. Caper Herman Miller 6-8 Weeks 47.87% 47.87%

5. ColourFrom Sofa Group Herman Miller 8-10 Weeks 35.10% 35.10%

6. Cosm Herman Miller 6-8 Weeks 48.65% 48.65%

7. Eames Molded Plastic & Wire Herman Miller 8-10 Weeks 40.29% 40.29%

8. Eames Aluminum Herman Miller 8-10 Weeks 37.60% 37.60%

9. Eames Lounge & Classical Herman Miller 8-10 Weeks 37.33% 37.33%

10. Eames Tandem Herman Miller 8-10 Weeks 37.30% 37.30%

11. Embody Herman Miller 6-8 Weeks 46.81% 46.81%

12. Goetz Sofa Herman Miller 8-10 Weeks 34.80% 34.80%

13. Hay Herman Miller 8-10 Weeks 43.24% 43.24%

14. Keyn Herman Miller 6-8 Weeks 42.63% 42.63%

15. Limerick Herman Miller 6-8 Weeks 44.92% 44.92%

16. Lino Herman Miller 6-8 Weeks 47.42% 47.42%

17. Magis Herman Miller 6-8 Weeks 37.72% 37.72%

18. Mirra 2 Herman Miller 6-8 Weeks 50.02% 50.02%

19. Naughtone Herman Miller 8-10 Weeks 40.10% 40.10%

20. Portrait Herman Miller 6-8 Weeks 33.62% 33.62%

21. Pronta Herman Miller 6-8 Weeks 45.92% 45.92%

22. Sayl Herman Miller 6-8 Weeks 48.65% 48.65%

23. Setu Herman Miller 6-8 Weeks 46.81% 46.81%

24. Stools Herman Miller 6-8 Weeks 35.80% 35.80%

25. Striad Herman Miller 8-10 Weeks 37.60% 37.60%
50 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

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File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)
ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY

TIME (IN

DISCOUNT OFF
LIST

QUICK SHIP

OFF LIST

26. Swoop Herman Miller 8-10 Weeks 40.44% 40.44%

27. Valor Herman Miller 6-8 Weeks 43.10% 43.10%

28. Verus Herman Miller 6-8 Weeks 48.65% 48.65%

29. Whisk Herman Miller 6-8 Weeks 43.10% 43.10%

30. Chadwick Knoll 6-8 Weeks 56.41% 56.41%

31. Generation Knoll 6-8 Weeks 56.41% 56.41%

32. Life Knoll 6-8 Weeks 56.41% 56.41%

33. ReGeneration Knoll 6-8 Weeks 56.41% 56.41%

34. Remix Knoll 6-8 Weeks 56.41% 56.41%

35. Toboggan Knoll 6-8 Weeks 56.41% 56.41%

36. K. Lounge Knoll 8-10 Weeks 50.23% 50.23%

37. K.Task Knoll 6-8 Weeks 50.49% 50.49%

38. Ollo Knoll 6-8 Weeks 51.58% 51.58%

39. MultiGen Knoll 6-8 Weeks 53.58% 53.58%

40. Moment Knoll 6-8 Weeks 51.49% 51.49%

41. All 9 to 5 Seating 6-8 Weeks 51.46% 51.46%

42. All Aceray 12-14 Weeks 33.79% 33.79%

43. All Allermuir 8-10 Weeks 37.55% 37.55%

44. All Allseating 6-8 Weeks 48.99% 48.99%

45. All American Seating 8-10 Weeks 39.79% 39.79%

46. All Arcadia 8-10 Weeks 47.71% 47.71%

47. All Arconas 12-14 Weeks 40.98% 40.98%

48. All Borgo 12-14 Weeks 33.79% 33.79%

49. All Cab Deco 12-14 Weeks 26.65% 26.65%

50. All Cabot Wrenn 12-14 Weeks 33.79% 33.79%

51. All Campbell Contract 12-14 Weeks 33.79% 33.79%

52. All Cape Contract 12-14 Weeks 33.79% 33.79%

53. All Carolina 8-10 Weeks 49.91% 49.91%

54. All Cramer 12-14 Weeks 40.79% 40.79%

55. All Cumberland 12-14 Weeks 33.79% 33.79%

56. All Dauphin 12-14 Weeks 37.94% 37.94%

57. All Davis 12-14 Weeks 34.79% 34.79%

58. All Dedon 12-14 Weeks Quote Quote

59. All ECD 12-14 Weeks 54.06% 54.06%

60. All Encore 8-10 Weeks 53.22% 53.22%

61. All Faustino’s 6-8 Weeks 46.92% 46.92%

62. All H Contract 12-14 Weeks 33.79% 33.79%

63. All Hightower 12-14 Weeks 27.65% 27.65%

64. Seating Hon 6-8 Weeks 47.36% 47.36%

65. Seating Humanscale 6-8 Weeks 51.72% 51.72%

66. Side Seating Humanscale 6-8 Weeks 43.72% 43.72%

67. All JSI 8-10 Weeks 39.92% 39.92%

68. All Kusch Co 8-10 Weeks 33.79% 33.79%

69. All La Z Boy 8-10 Weeks 36.94% 36.94%

70. All Leland 12-14 Weeks 33.79% 33.79%
51 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

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File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)
ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY
TIME
(IN WEEKS)

DISCOUNT OFF
LIST

QUICK SHIP

OFF LIST

71. All Lesro 8-10 Weeks 41.92% 41.92%

72. All Martin Brattrud 12-14 Weeks 36.39% 36.39%

73. All Nemschoff 8-10 Weeks 44.10% 44.10%

74. All Norix 12-14 Weeks 32.79% 32.79%

75. All OCI-Sitwell 8-10 Weeks 47.39% 47.39%

76. All Office Master 8-10 Weeks 38.79% 38.79%

78. All RFM Seating 8-10 Weeks 49.37% 49.37%

79. All Sandler 8-10 Weeks 35.29% 35.29%

80. All Segis 8-10 Weeks 35.29% 35.29%

81. All Sit On It 6-8 Weeks 51.12% 51.12%

82. All Sitmatic 6-8 Weeks 47.92% 47.92%

83. All Source International 8-10 Weeks 40.10% 40.10%

84. All Spec Furniture 8-10 Weeks 36.79% 36.79%

85. All Stylex 8-10 Weeks 35.29% 35.29%

86. All Tenjam 12-14 Weeks 40.79% 40.79%

87. All Tuohy 12-14 Weeks 35.21% 35.21%

88. All Via 6-8 Weeks 49.39% 49.39%

89. All Westin-Nielsen 12-14 Weeks 33.79% 33.79%

90. All Wieland 12-14 Weeks 38.79% 38.79%

91. All Zoom 12-14 Weeks 45.45% 45.45%
52 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 69 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
PRICING SCHEDULE –LIBRARY, LOBBY AND OTHER FURNITURE
V. Submit current catalog off list prices. The contract prices for goods under this contract will be the price derived by multiplying the list price by a standard discount.

All pricing shall include labor and Freight costs.

Total volume for all categories last year was approximately $7.9 million. * *Based on all current County Systems/Free-Standing/ Filing Systems/Seating and Installation Service contracts.

ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY

TIME (IN DISCOUNT OFF LIST QUICK SHIP

OFF LIST

1. Exclave Performance Gear Herman Miller 6-8 Weeks 44.50% 44.50%

2. Formwork Herman Miller 6-8 Weeks 43.69% 43.69%

3. Intent Herman Miller 6-8 Weeks 44.92% 44.92%

4. Objects Herman Miller 6-8 Weeks 35.10% 35.10%

5. All Agati 8-10 Weeks 27.65% 27.65%

6. All APCO Signage 8-10 Weeks Quote Quote

7. All Appenx 6-8 Weeks 44.52% 44.52%

8. All Art Design Resources 6-8 Weeks Quote Quote

9. All BuzziSpace 8-10 Weeks 29.65% 29.65%

10. All Claridge 8-10 Weeks 30.92% 30.92%

11. All Clarus 8-10 Weeks 24.79% 24.79%

12. All Connectrac 6-8 Weeks 13.10% 13.10%

13. All Egan Visual 6-8 Weeks 27.79% 27.79%

14. All Environamics 8-10 Weeks Quote Quote

15. All Framery 8-10 Weeks Quote Quote

16. All Frasch Acoustical 8-10 Weeks 49.16% 49.16%

17. All Games for Fun 8-10 Weeks Quote Quote

18. All Ghent 6-8 Weeks 40.79% 40.79%

19. All GMBI DIV13DIRTT 6-8 Weeks Quote Quote

20. All Great American Art 8-10 Weeks Quote Quote

21. All Gressco 12-14 Weeks Quote Quote

22. Task Lights Humanscale 6-8 Weeks 55.14% 55.14%

23. All Keilhauer 12-14 Weeks 40.79% 40.79%

24. All Kimball 8-10 Weeks 44.96% 44.96%

25. All Koncept Lighting 6-8 Weeks 40.79% 40.79%
53 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 70 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY

TIME (IN DISCOUNT OFF LIST QUICK SHIP

OFF LIST

26. All Krueger Intl KI 6-8 Weeks 38.04% 38.04%

27. All Lawrence Metal 6-8 Weeks 15.38% 15.38%

28. All Lencore 6-8 Weeks Quote Quote

29. All LightCorp 6-8 Weeks 45.32% 45.32%

30. All Loftwall 6-8 Weeks 36.51% 36.51%

31. All Nook 6-8 Weeks Quote Quote

32. All Oscar Industries 6-8 Weeks Quote Quote

33. All Peter Pepper 6-8 Weeks 35.79% 35.79%

34. All Safco 6-8 Weeks 39.72% 39.72%

35. All Starin 6-8 Weeks Quote Quote

36. All Take Form 6-8 Weeks 9.11% 9.11%

37. All Tate Access Floors 6-8 Weeks Quote Quote

38. All Tuuci 8-10 Weeks 33.79% 33.79%
54 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 71 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
PRICING SCHEDULE –E RGONOMIC FURNITURE
VI. Submit current catalog off list prices. The contract prices for goods under this contract will be the price derived by multiplying the list price by a standard discount.

All pricing shall include labor and Freight costs.

Total volume for all categories last year was approximately $7.9 million. * *Based on all current County Systems/Free-Standing/ Filing Systems/Seating and Installation Service contracts.

ITEM

NO SERIES BRAND

ESTIMATED

DELIVERY

TIME (IN

DISCOUNT OFF
LIST

QUICK SHIP OFF
LIST

1. Thrive Global Herman Miller 6-8 Weeks 53.28% 53.28%

2. Thrive Portfolio Herman Miller 6-8 Weeks 50.83% 50.83%

3. Thrive Portfolio CBS Herman Miller 6-8 Weeks 50.83% 50.83%

4. All GMBI Elevate 3-4 Weeks 64.25% 64.25%

5. All ESI 6-8 Weeks 51.83% 51.83%

6. Cable Management Humanscale 6-8 Weeks 54.59% 54.59%

7. CPU Holders Humanscale 6-8 Weeks 62.32% 62.32%

8. Ergo Accessories Humanscale 6-8 Weeks 56.25% 56.25%

9. HA Counterbalance Humanscale 6-8 Weeks 47.41% 47.41%

10. HA Electric Humanscale 6-8 Weeks 56.93% 56.93%

11. HA Worktable Electric Humanscale 6-8 Weeks 54.04% 54.04%

12. Keyboard Tray Systems Humanscale 6-8 Weeks 60.66% 60.66%

13. Monitor Arms & Access Rails Humanscale 6-8 Weeks 63.40% 63.40%

14. Sit/Stand Portable Humanscale 6-8 Weeks 40.79% 40.79%

15. Tech Products Humanscale 6-8 Weeks 54.04% 54.04%

16. All Ideas At Work 6-8 Weeks 54.01% 54.01%

17. All Right Angle Products 6-8 Weeks 42.85% 42.85%

18. All Workrite 6-8 Weeks 45.63% 45.63%
55 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 72 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
ATTACHMENT C (CON’T)

RESPONDENT FEES
PRICING SCHEDULE –A DDITIONAL/SPECIAL SERVICES
VII. Submit additional/special services prices below.

A. Reconfiguration and Labor Charg es:*Charge for reconfiguring a ny manufacturer’s furniture at the request of the County or in storage including installation and disassemble of furniture. The labor cost shall be billed separate from Design Services and Project Management charges. Express in dollar per hour charge. INCLUDE PREVAILING WAGES

REGULAR HOURS

MONDAY -F RIDAY
8:00 AM TO 5:00PM
(PST)

AFTER HOURS

MONDAY -F RIDAY
5:01 PM - 7:59 AM (PST)

WEEKEND/HOLIDAY

ALL DAY
(PST)

PREVAILING
WAGE PER HOUR $49.00 $59.00 $59.00/$69.00

NON-PREVAILING
WAGE PER HOUR $43.00 $53.00 $53.00/$63.00
*This shall only apply when reconfiguring existing County furniture.

B. Design Services: Design charge for the purchase of new furnit ure or reconfigured furniture. Express in dollars per hour charge. INCLUDE PREVAILING WAGES

REGULAR HOURS

MONDAY -F RIDAY
8:00 AM TO 5:00PM
(PST)

AFTER HOURS

MONDAY -F RIDAY
5:01 PM - 7:59 AM (PST)

WEEKEND/HOLIDAY

ALL DAY
(PST)

PREVAILING WAGE

PER HOUR
$55.00 $55.00 N/A

NON-PREVAILING

WAGE PER HOUR
$55.00 $55.00 N/A
C. Space Planning: Charge for space planning including any archi tectural designing and blueprinting.

Expressed in dollars per hour per charge. INCLUDE PREVAILING WAGES

REGULAR HOURS

MONDAY -F RIDAY
8:00 AM TO 5:00PM
(PST)

AFTER HOURS

MONDAY -F RIDAY
5:01 PM - 7:59 AM (PST)

WEEKEND/HOLIDAY

ALL DAY
(PST)

PREVAILING WAGE

PER HOUR
$75.00 $75.00 N/A

NON-PREVAILING

WAGE PER HOUR
$75.00 $75.00 N/A
56 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 67 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
D. Special Project Management: Charge for managing a special pro ject, including but not limited to Planning, Expediting, Installing, and Inventorying.

REGULAR HOURS

MONDAY -F RIDAY
8:00 AM TO 5:00PM
(PST)

AFTER HOURS

MONDAY -F RIDAY
5:01 PM - 7:59 AM (PST)

WEEKEND/HOLIDAY

ALL DAY
(PST)

PREVAILING
WAGE PER HOUR $75.00 $75.00 $75.00/$95.00

NON-PREVAILING

WAGE PER HOUR
$75.00 $75.00 $75.00/$95.00
E. Warehouse Cost: Respondent is to provide warehousing at no ad ditional cost to County for a minimum of thirty (30) days. If warehousing is still required a fter 30 days, Respondent shall list warehousing cost per day,
per vault, per pallet, or per square foot.

WAREHOUSING FEES
(AFTER 30-DAYS)

PER DAY, PER VAULT, PER
PALLET, PER SQUARE “FT”

WAREHOUSEMAN

HOURLY RATE
(AFTER 30-DAYS)
$95.00 PER BAY 12 X 4 X 6 =288 CU FT $39.00
F. Additional Product/Services
At the request of Agency/Department(s), Respondent shall submit a written quote for requested goods/services, to include but not be li
mited to:
a) Express Shipping *
b) Other Custom Related Services
*Delivery shall be coordinated between requesting department(s) and Respondent.

2. Rebates
Respondent shall state any additional rebates offered based on aggregate yearly sales during the contract term, per calendar year. Payment of rebate shall be determined after award. For example:

A. G|M Rebate:

ITEM
NO
AGGREGATE TOTAL REBATE %

1. Purchases from $1.00 to $999,999.99 1.00%

2. Purchases exceeding $1,000,000.00 2.00%

3. Purchases exceeding $2,00,000.00 3.00%

4. Purchases exceeding $3,500,000.00 or more 4.00%
57 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 68 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
G|M REBATE HISTORY
Customer Sales Statistics: County of Orange
(Based on Invoicing 11/15/2017 through 11/14/2021)
Contract
Period Description Rebate Amount
2017-18 Co of Orange Rebate for FY Period 11/15/2017 to 11/14/20 18 $ 118,203.52 2018-19 Co of Orange Rebate for FY Period 11/15/2018 to 11/14/2019 $ 354,699.13 2019-20 Co of Orange Rebate for FY Period 11/15/2019 to 11/14/20 20 $ 885,532.20 2020-21 Co of Orange Rebate for FY Period 11/15/2020 to 11/14/2021 $ 61,251.66 Total Rebates: $ 1,419,686.51
B. Herman Miller Branded Product Rebate:

Herman Miller will provide the following rebate to the County on a n annual basis upon County purchases
of Herman Miller products. This rebate is not for Knoll or other MillerKnoll owned product brands, only Herman Miller:

ITEM NO AGGREGATE TOTAL REBATE
%
A. County purchases of Herman Miller exceeding $1,000,000 1.00% B. County purchases of Herman Miller exceeding $2,500,000 3.00% C. County purchases of Herman Miller exceeding $4,000,000 5.00% 58 County of Orange, County Procurement Office
Free-Standing Modular Furniture and Installation Services

Page 68 of 74 ends

File No:2266501
RFP No. 017-2266501-SC
Section III: Model Contract
VIII. Miscellaneous:

Contractor shall provide a quote for items not listed under Att achment A, Scope of Work shall not to exceed $TBD per item.

Miscellaneous items not listed in the Contract, may be purchase d off this Contract. Contractor will provide requesting department w ith quote and process order once the County department has authorized the order in writing.

Prices shall include all costs, but not limited to, overhead, a ll necessary labor, transportation, freight, delivery and/or shipping/handling fees, fuel/fuel surcharges, m ileage, storage, self-imposed fees and any other costs necessary to provide the item/s requested.

In addition to the commodity requi rements and all other terms a nd conditions provided herein, Contractor shall satisfy the f ollowing billing/invoicing proced ures for miscellaneous items not named specifically on this attachment. Failure to follow these proced ures fully may delay payment of miscellaneous items.
i. An authorized County Department staff member will contact the Contractor to obtain a written quote for any items needed that are not listed above or are of a different quantity than specified. ii. An authorized County Departme nt staff must obtain a quote for items on the Contract if purchased in different quantities than listed on the Contract.
iii. Contractor to include all charges in the quote including bu t not limited to; initial set-up fees and/or color matching fees, rush charges (if applicable) and shipping charges. iv. If the authorized County Department staff member finds the q uote satisfactory, the authorized staff member will sign the quote and email or fax it back to the vend or authorizing the purchase. The Contractor under no circumstance shall release or deliver any m iscellaneous items without a written quote signed by an authorized County Department staff member, in their possession. v. Contractor must attach with the invoice a copy of the matchin g quote with the authorized County Department staff member signature.
vi. The agency/department shall certify on the invoice that the prices are per the signed quote. 59 5o f 5
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60 01007.0002 2184471.1 09999/0001/63760.01

ON CALL PURCHASE AGREEMENT

BY AND BETWEEN

THE CITY OF CARSON AND

GOFORTH & MARTI

THIS ON CALL PURCHASE AGREEMENT (“Agreement”) is executed this ______ day of __________________, 2026 (“Effective Date”), by and between the CITY OF CARSON, a California municipal corporation (“City”), and GOFORTH & MARTI, a California corporation doing business as G/M Business Interiors (“Seller”). City and Seller may be referred to, sometimes individually or collectively, as “Party” or “Parties.”

RECITALS
A. Section 2611( f) of the City’s Municipal Code (“CMC”) allows City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a piggyback purchasing arrangement with any vendor who offers the materials, supplies, equipment, or services at the same or better price, terms, and/or conditions as the vendor previously offered to another city or other public agency as the lowest bidder pursuant to the competitive bidding or proposal process required by that city or other public agency]. The Purchasing Manager has made the requisite determination.

B. The County of Orange (“County”) entered into a competitive procurement process pursuant to RFP No. 017 -2266501-SC for Free -Standing Modular Furniture and Installation Services, resulting in the award of a Regional Cooperative Agreement no. RCA -017-22010154 (“County Contract”) to Goforth & Marti, doing business as G/M Business Interiors, for the purchase of such products and services at the pricing established under the County Contract.

C. The County Contract provides for the purchase of Free-Standing Modular Furniture and Installation Services from authorized vendors, including applicable products, delivery, installation, and related services, pursuant to the pricing, terms, and conditions established under the County Contract.

D. Seller is the awarded contractor under the County Contract and is authorized to provide the goods and services under the County Contract to the City pursuant to the applicable pricing, terms, and conditions.

E. The parties acknowledge that the County Contract is a contract resulting from a competitive procurement process conducted by the County and that the City is utilizing the County Contract pursuant to the piggyback purchasing authorized under CMC Section 2611(f). The City intends, to the extent permitted by applicable law and the City’s authorization under CMC Section 2611(f), to utilize pricing, products, and related terms applicable to the Goods and Services covered by this Agreement.

2 01007.0002 2184471.1 09999/0001/63760.01

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:

1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the furniture and related ancillary services described herein and specified in Exhibit “A,” attached hereto and incorporated herein by this reference (“Goods”), for the total aggregate not to exceed purchase price ("Purchase Price") set forth in Section 3. It is expressly understood that the Goods will comprise the aggregate total of all Goods requested by the City through multiple Purchase Orders on an as-needed basis.

2. Description of Goods. The Goods being sold by Seller to City consists of a multitude of Citywide furniture items, together with ancillary delivery, warranty and installation and other services detailed , as described herein and as specified in Exhibit “A” (services shall hereinafter be referred to as “Services”). In performing the Services, Seller shall comply with all labor laws set out in Exhibit “B,” attached hereto and incorporated herein by this reference.

3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods , their delivery and applicable Services, is not to exceed Four Hundred Fifty Thousand Dollars ($450,000), as provided in further detail in Exhibit “C,” attached hereto and incorporated herein by this reference.

4. Term. The term of this Agreement shall commence on the Effective Date and shall continue through November 14, 2027 , or the then -current expiration date of County of Orange Regional Cooperative Agreement No. RCA -017-22010154 (the “County Contract”), as the same may be extended or renewed by the County, whichever is later, unless earlier terminated in accordance with the terms of this Agreement.

5. Representations and Warranties of Seller. Seller makes the following representations and warranties to City:

5.1. Authority and Consents. Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary in connection with Seller's execution, delivery , and performance of this Agreement, except for such as have been obtained on or prior to the date hereof. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and constitute t he legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

5.2. Title and Operating Condition. Seller has good and marketable title to or is otherwise legally authorized to sell, the Goods. The Goods are free and clear of any restrictions on or conditions to transfer or assignment, and City will acquire absolute title to the Goods free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions and restrictions except for such as may be created or granted by City. The

3 01007.0002 2184471.1 09999/0001/63760.01

Goods are in conformity with the manufacturer’s specifications, descriptions, representations and warranties. Seller is aware that City is purchasing the Goods for use in City’s operations and that City is relying on Seller's warranties that the Goods are fit for this purpose and the ordinary purposes for which the Goods are normally used.

6. Time of Delivery. The Goods shall be delivered only following issuance of a Notice to Proceed or City Purchase Order by City’s Contract Officer, or as otherwise requested by the City, during City’s business hours which are Monday through Thursday 7:00 am to 3:30 pm. , unless otherwise directed by the City. For each order, the City will provide the Seller with the scheduled delivery date, time, and applicable City facility or delivery location. The Seller shall coordinate delivery with the City prior to delivery.

7. Place of Delivery . The Goods shall be delivered to various City facilities, as designated by the City. The City will designate delivery locations for each individual order or shipment under this Agreement.

8. Title and Risk of Loss ; Payment and Invoicing . Title to and the risk of loss, damage and destruction of the Goods shall remain with the Seller until after inspection and acceptance of the Goods by City, and payment by City of the applicable portion of the Purchase Price. Seller shall invoice City in the amount of the applicable portion of the Purchase Price for purchase of the Goods, and City shall remit payment by no later than forty -five (45) days after City’s acceptance of the Goods.

9. Inspection. After delivery of the Goods , City shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objections, unless City intends to accept the Goods in whole, in which case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the City, nor any defects later discovered by the City, and specified to the Seller in writing.

10. No Replacements or Cures. This Agreement calls for strict compliance. Seller expressly agrees that both the Goods tendered and the tender itself will conform fully to the terms and conditions of the Agreement on the original tender. In the event of rejection by City of the whole of the Goods or any part thereof, City may, but is not required to, accept any substitute performance from Seller or engage in subsequent efforts to effect a cure of the original tender by Seller.

11. Insurance Coverages.

11.1 Types of Coverages. Seller shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) Commercial General Liability Insurance . 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, either the general aggregate

4 01007.0002 2184471.1 09999/0001/63760.01

limit shall apply separately to this contract/location, or 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 Seller against any loss, claim or damage arising from any injuries or o ccupational diseases occurring to any worker employed by or any persons retained by Seller in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability insurance coverage limits of at least $1,000,000.00.
(c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
(d) Subcontractors. Seller shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
(e) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Seller 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 Seller.

11.2 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 Seller’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, Seller shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer. No work or services under this Agreement shall commence until Seller has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisf actory 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

5 01007.0002 2184471.1 09999/0001/63760.01

or better, unless such requirements are waived by the City’s Risk Manager or other designee of the City due to unique circumstances.

12. Indemnification. Seller agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees, agents and volunteers from and against any and all claims, demands, losses, damages, costs and liability of any kind or nature (including reasonable attorney’s fees) which the City, its officers, officials, employees, agents or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property (i) arising out of or from the Goods, or performance of or failure to perform the Services including but not limited to delivery and installation of the Goods and failure to pay required prevailing wages, and (ii) to the extent arising from (a) Seller’s negligent acts, omissions or willful misconduct, (b) Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date, (c) Seller’s replacement of the Goods or any part thereof pursuant to this Agreement, and (d) Seller's breach of any of its representations, warranties or covenants under this Agreement.

13. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under law or equity. Without limiting the generality of the foregoing, Seller agrees that if there is any defect in the Goods, as determined in City’s sole and absolute discretion, and upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the City. In the event of Seller’s failure to replace the Goods within ten (10) calendar days after being notified of such defects, City is hereby authorized to contract with another party for the purchase of replacement of Goods, and Seller shall reimburse City for all such costs immediately upon demand.

14. Survival of Representations and Warranties. All representations, warranties, covenants and agreements of the Parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement.

15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors and assigns. All Goods manufacturer’s warranties shall be assigned to and turned over to the City.

16. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the Parties.

17. Entire Agreement: Modification: Waiver. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether oral or written. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

6 01007.0002 2184471.1 09999/0001/63760.01

18. Contract Officer. Public Works Director, Arlington Rodgers, or such person as may be designated by the City Manager is hereby designated as being the representative of the City authorized to act on its behalf with respect to th is Agreement and to make all decisions in connection therewith (“Contract Officer”).

19. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the Party to whom notice is to be given, or on the third day after mailing if mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Seller at: Goforth & Marti
110 West A Street, Suite 140
San Diego, CA 92101
Attn: Brian Ogden

To City at: City of Carson
701 East Carson Street
Carson, CA 90745
Attn: City Manager
Any Party may change its address for purposes of this paragraph by giving the other Party written notice of the new address in the manner set forth above.

20. Effects of Headings. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect or be considered in the construction or interpretation of any of its provisions.

21. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed the same as original signatures.

22. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California.

23. Termination. City may terminate this Agreement for any reason whatsoever, upon giving thirty (30) days written notice of termination to Seller.

24. Venue. All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Los Angeles County, California.

7 01007.0002 2184471.1 09999/0001/63760.01

25. Quotes. The Parties acknowledge and understand that any quotes furnished by Seller are strictly intended to set forth the particulars that will comprise the Goods, Services and associated pricing, and that any text contained in those quotes that may be construed to be of legal significance (“Extraneous Text”) will be disregarded by the Parties. Additionally, in the event either Party or any court of competent jurisdiction takes the position that any Extraneous Text is not to be disregarded and in fact ought to be made part of this Agreement , to the extent of any conflict between this Agreement and those quotes , the terms and conditions of this Agreement shall prevail.
[SIGNATURES ON FOLLOWING PAGE]

8 01007.0002 2184471.1 09999/0001/63760.01

IN WITNESS WHEREOF, the Parties to this Agreement have duly executed it on the day 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

SELLER:

GOFORTH & MARTI, a California corporation
doing business as G/M Business Interiors

Name:

Title:

Name:

Title:

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

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

9 01007.0002 2184471.1 09999/0001/63760.01

EXHIBIT A

DESCRIPTION OF GOODS AND SERVICES
The Goods and Services available for purchase under this Agreement shall consist of Free- Standing Modular Furniture and Installation Services, including related furniture products, furnishings, accessories, delivery, installation, and associated services authorized under County of Orange Regional Cooperative Agreement No. RCA -017-22010154 (“County Contract”) and available through Seller as the awarded contractor under the County Contract . The Goods and Services may include, without limitation, office furnit ure, seating, workstations, desks, tables, storage, filing systems, conference room furniture, ancillary furniture, accessories, and related products and services.

The specific products, configurations, finishes, options, accessories, and manufacturer part numbers available under this Agreement may be identified in the applicable manufacturer catalogs, price lists, product schedules, or other documentation incorporat ed into or authorized under Agreement No. RCA-017-22010154 as amended or updated in accordance with the terms of the County Contract.

The City may purchase Goods and Services on an as -needed, as-requested basis by issuing City Purchase Orders. The inclusion of any product or service within the scope of this Agreement does not obligate the City to purchase any minimum quantity or dollar amount.

10 01007.0002 2184471.1 09999/0001/63760.01

EXHIBIT B

LABOR AND WAGE LAWS

Certain portions of the Services may be subject to prevailing wages under the California Labor Code and to the extent such is true, the below provisions will apply.

(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 subjec t to compliance monitoring and enforcement by the DIR. Seller shall post job site notices, as prescribed by regulation.

(b) Registration with DIR . Pursuant to Labor Code section 1771.1, Seller 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. Seller 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 req uest.

By initiating any work under this Agreement, Seller acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Seller shall post a copy of the same at each job site where work is perfor med 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 Seller shall pay the higher of either the state for federal prevailing wage applicable to each laborer.

(d) Penalty for Failure to Pay Prevailing Wages. Seller 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 Seller shall, as a penalty to the City, f orfeit 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 employed for any public work done pursuant to this Agreement by Seller or by any subcontractor.

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

(f) Apprentices. Seller 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 Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Seller shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.

11 01007.0002 2184471.1 09999/0001/63760.01

Prior to commencing work under this Agreement, Seller shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Seller 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. Seller acknowledges that eight (8) hours labor constitutes a legal day's work. Seller shall comply with and be bound by Labor Code Section 1810.

(h) Penalties for Excess Hours. Seller shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Seller shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the performance of this Agreement by Seller or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty ( 40) hours in any one calendar week in violation of the provis ions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Seller in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public wor k upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1 ½) 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, Seller certifies 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 suc h provisions before commencing the performance of the work of this contract."

(j) Seller's Responsibility for Subcontractors . For every subcontractor who will perform work under this Agreement, Seller 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. Seller shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without 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. Seller shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

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EXHIBIT C

SCHEDULE OF COMPENSATION

I. The total compensation for all purchases made under this Agreement shall not exceed $450,000.00 during the term of this Agreement. The City shall have no obligation to purchase any minimum quantity or dollar amount of Goods or Services under this Agreement.

II. Seller shall provide the Goods and Services to the City at the applicable discounted pricing established pursuant to County of Orange Regional Cooperative Agreement No. RCA-017- 2201054 (“County Contract”) , including all applicable discounts, pricing provisions, and other terms governing purchases made under the County Agreement. Sell shall provide the City with documentation supporting the applicable manufacturer list price, discount, and resulting contract price upon request. In the event of any conflict between the terms and conditions of this Agreement and those of the County Contract, this Agreement will control.

III. All purchases under this Agreement shall be made through a valid City Purchase Order issued by an authorized City representative. No Goods or Services shall be provided, and no payment shall be due, except as authorized by a City Purchase Order and in accordance with the terms of this Agreement. Individual Purchase Orders shall not exceed the maximum compensation authorized under this Agreement.

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CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 1, 2026, 5:00 PM
CONSENT 11. To: Honorable Mayor and City Council From: LaKeina Johnson, Administrative Analyst HR Administration Subject: CONSIDER APPROVAL OF AMENDMENT NO. 6 TO THE AGREEMENT FOR ADMINISTRATIVESERVICES WITH PRINCIPAL LIFE INSURANCE COMPANY FOR ADMINISTRATION OF THE CITY OF CARSONSELF-INSURED DENTAL PLAN AGREEMENT, EXTENDING THE TERM OF THE AGREEMENT FORADMINISTRATIVE SERVICES BY TWO MONTHS (CITY COUNCIL) I. SUMMARY
The City entered into an Agreement for Administrative Services with Principal Life Insurance Company effective November 1, 2017, for processing of non-discretionary claims and provision of administrative services related to the dental insurance plan for City employees.

The Agreement provided for an initial one-year term with options for the City to extend the term of the Agreement for up to three successive one-year terms thereafter. The Agreement has subsequently been amended through Amendment No. 5, which extended the Agreement through November 1, 2026.

Staff now requests City Council approval of Amendment No. 6 to extend the Agreement with Principal Life Insurance Company through December 31, 2026, to ensure continued administration of the City's self-insured dental plan during the transition to a new dental benefits administrator.

Amendment No. 6 will extend the Agreement for an additional two months, from November 1, 2026 through December 31, 2026, at the existing applicable administrative service fee rates. Staff is also requesting an additional $12,000 in funding to cover the anticipated remaining monthly billing and administrative service costs through the conclusion of the extended contract term.

The City is currently in the final stages of review of a new contract agreement with Delta Dental, which is anticipated to become effective January 1, 2027. Staff anticipates presenting the new Delta Dental agreement to the City Council for approval no later than September 15, 2026.

Amendment No. 6 also includes language expressing the parties' intent that the Agreement shall finally expire upon conclusion of the extension period at the end of the year, and shall not be further extended beyond then.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE Amendment No. 6 to the Agreement for Administrative Services with Principal Life Insurance Company, thereby extending the term of the Agreement through December 31, 2026, at the existing applicable fee rates (Exhibit 7; "Amendment No. 6"); and,

2. AUTHORIZE an additional $12,000 in funding to cover anticipated administrative service fees and remaining monthly billing through the end of the extended contract term pursuant to Amendment No. 6; and,

3. AUTHORIZE the Mayor to execute Amendment No. 6, following City Attorney approval as to form.

III. ALTERNATIVES
Take any other action deemed appropriate.

IV. BACKGROUND
The City entered into an Agreement for Administrative Services with Principal Life Insurance Company effective November 1, 2017. The Agreement provides for the processing of non-discretionary claims and administrative services related to the City's self-insured dental plan for City employees.

The Agreement originally provided for an initial one-year term, with options for the City to extend the Agreement for up to three successive one-year terms. Since its inception, the Agreement has been amended on multiple occasions to extend the term of the Agreement while maintaining the existing administrative service fee rates and other applicable terms.

Amendment No. 1, effective November 1, 2018, extended the initial term of the Agreement by two years, through November 1, 2020, with all other provisions remaining in effect.

Amendment No. 2, approved by the City Council on August 4, 2020, exercised the first of the City's three one-year options, thereby extending the term of the Agreement from November 1, 2020 through November 1, 2021, with two options remaining thereafter.

Amendment No. 3, approved by the City Council on September 7, 2021, exercised one of the remaining one-year options, extending the term of the Agreement from November 1, 2021 through November 1, 2022.

Amendment No. 4, approved by the City Council on November 1, 2022, exercised the remaining option to extend the expiration date of the Agreement to November 1, 2023.

Amendment No. 5, approved by the City Council on October 17, 2023, extended the Agreement from November 1, 2023 through November 1, 2026, allowing the City to continue receiving dental administrative services from Principal Life Insurance Company.

The Agreement provides for a monthly administrative services fee calculated on a per-City-employee basis. The current fee structure, which has remained unchanged since the commencement of the Agreement, includes an Administrative Services Fee of $6.20 per City employee per month and a Broker Fee of $1.50 per City employee per month, for a combined monthly fee of $7.70 per City employee. These fees are billed monthly by Principal Life Insurance Company based on the City's eligible employee population.

The current Agreement is scheduled to expire on November 1, 2026. Staff is requesting approval of Amendment No. 6 to extend the Agreement through December 31, 2026, allowing Principal Life Insurance Company to continue providing uninterrupted administrative services during the transition to the City's new dental plan administrator.

Based on anticipated monthly billing for the two-month extension period, staff estimates that up to $12,000 in additional funding will be necessary to cover the remaining administrative service and related monthly billing costs through December 31, 2026. The $12,000 represents an estimate based on the City's current employee population and anticipated monthly charges. Actual costs may vary based on changes in the number of eligible employees and the resulting monthly billings from Principal Life Insurance Company.

The City is currently in the final stages of review of a new contract agreement with Delta Dental, which is anticipated to become effective in January 2027. Staff anticipates presenting the proposed Delta Dental agreement to the City Council for approval no later than September 15, 2026.

Amendment No. 6 also includes language expressing the City's intent that the Agreement with Principal Life Insurance Company will finally expire and not be further renewed following conclusion of the extension period on December 31, 2026.

V. FISCAL IMPACT
Approval of Amendment No. 6 will require an additional appropriation of $12,000 to cover anticipated monthly administrative service fees and related billing through the extended contract term ending at the end of 2026.

Funding for these services is budgeted through General Ledger Account No.101-65-652-906-6041. The additional funding will allow the City to maintain uninterrupted dental administrative services with Principal Life Insurance Company during the transition to the City's new dental plan administrator.

The proposed extension does not change the existing administrative service fee rates. Upon implementation of the City's new agreement with Delta Dental, the City will transition administration of its dental plan in accordance with the terms of the new agreement.

VI. EXHIBITS

1. Agreement for Administrative Services

2. Contract Amendment No. 1

3. Contract Amendment No. 2

4. Contract Amendment No. 3

5. Contract Amendment No. 4

6. Contract Amendment No. 5

7. Proposed Contract Amendment No. 6
Attachments
Principal Life Insurance Initial Agreement C-17-039.pdf Principal Life Insurance Amendment No. 1.pdf
Principal Life Insurance Amendment No. 2.pdf
Principal Life Insurance - Amendment No. 3.pdf
Principal Life Insurance - Amendment No. 4.pdf
Principal Life Insurance Amendment No. 5.pdf
Principal Life Insurance Amendment No. 6.pdf
V

AGREEMENT FOR ADMINISTRATIVE SERVICES
OThis Agreement for Administrative Services (" Agreement") is madebetween City of Carson (hereinafter i v " Employer" or " Plan Administrator"), whose principal place of business is 701 E. Carson Street, Carson, CA 90745, and Principal Life InsuranceCompany, an Iowa corporation (hereinafter "Principal"), whose V principal place of business is 711 High Street, Des Moines, Iowa 50392.

This Agreement is made effective as of November 1, 2017 (" Effective Date").

Employer, acting as plan sponsor, hasestablishedan employeewelfare benefit plan (the "Plan") subject to the federal Employee Retirement Income Security Act of 1974, asamended, ("ERISA" ( if applicable)); hasdecidedto operatethe Planon a self-funded basisratherthanfunding benefitsthroughthe purchaseof insurance; and has implemented the Plan for the benefit of eligible employees and their dependents, collectively " Participants") by adoptinga PlanDocument.

The Employer, acting as Plan Administrator, desiresto delegatecertain non -discretionaryclaims and administrative functions for the Plan to Principal, and Principal agrees to perform those functions on behalf of the Plan Administrator and for the Plan accordingto the terms of this Agreementand in exchange for the fees specified.

So, these Parties, in consideration of the premises, the mutual covenants of this Agreement and the performancethereof, herebyagreeto the following:

1. Relationship of the Parties
a. In performing this Agreement, Principal is acting solely as the delegeeof certain claims and administrative functions of the Plan Administrator. This Agreement does not delegateor confer discretionaryauthority or fiduciary responsibility on Principal, it beingtheintent of thesePartiesthat theclaimsandadministrativefunctionshereby delegatedby the Plan Administrator to Principal areministerial and non -discretionary and are subject to the ultimate discretionary authority retained by the Plan Administrator. Principal shall be entitled to rely on the data, information and instructions which the Employer provides to it under this Agreement. b. This Agreement is betweenPrincipal and the Employer. It is to be performed by theseParties, and eachof them, for the benefit of the Plan. It doesnot createany rights, obligations or legal relationships between Principal and any Participant or other person or entity.
c_ The parties acknowledge that, in the context of this Agreement, the Employer may act on its own behalf as an employer and/ or sponsor of the Plan or as Plan Administrator of the Plan. The use of the terms " Employer" and " Plan Administrator" in this Agreement are for convenienceonly; they refer to the same entity; and their use is not intendedto define, limit or characterizethe capacity in which particular actionsare taken; rather, suchcapacityshall always be determined based on the relevant facts and circumstances.
010070012/ 416973 4 Page 1 of 17
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Plan Ate,,;,,; orrepresentsandwarrantsthatatalltimesduringtheleanof this Agreement, thebenefitsprovidedunderthePlanwill qualifyasExceptedBenefitsas that term is defined in Section2791(c) of the Public Health Service Act ( 42 US,C.

Sec. 300gg-91(c)) andregulationspromulgatedin coamlcdonwiththatsection. Plan Administratorissolelyresponsiblefor determiningwhetherthePlan'sbenefitsare ExceptedBenefits. Nothinghereinshallbedeemedto requirePrincipaltoperform anyf mctionimposedby lawonthePlanthatwouldnotbeimposedif Plan's benefits were Excepted Benefits.

2. Claims and Administrative Functions
To enable Principal to perform this Agreement, the Employer/ Plan AdmWstrator shall:

1.) FLuulshto Principala copyof the PlanDocumentstatingeligibility, benefits, andanylimitations or exclusions.

2.) Furnishto Principala listingof all Participants, includingnames, social securitynumbersandotherinformationreasonablyrequiredby Principal andupdatethatlistingpromptlyfor anychanges_
3) F,stablisb an acceptable bank account ( the " Plan Account") from which electronic finds transfers (" EFTs") can be made to cover claims paymentsdrawnbyPrincipalforbenefitsduefromthePlan; andprovide Principalwith authorityto withdrawfundsfrom the PlanAccountby EFTSin amountsnecessaryto coversuchclaimspayments. Fundswill be withdrawn once monthly.

4.) Exerciseultimatedecisionalauthoritywithrespecttoanyquestionsor disputmabouteligibilityor benefitsfromthePlan.

5.) Ensurethat Participantsare informed that the Plan is self-fimded andis not insurance.

6.) TimelyprovideanyinformationthatPrincipalmayreasonablyneedto perform its duties under this Agreement and hold Principal harmless fromanyliabilityto theextentthatit actsin accordancewithits obligations under this Agreement in reliance upon that information.

7.) Timelyandfully fundall claimsprocessedbyPrincipalpursuantto the PlanandholdPrincipalharmlesswith respectto anyshortfall.

S.) Complywith all lawsandregulationstotheextenttheyamapplicableto it or to the Plan.
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9.) Be fully responsiblefor all othertasks, servicesandfunctionsrequired by law or otherwisenecessaryordesirableor appropriatefor the administrationormaintenanceof thePlanunlesstheyhavebeen explicitly assumedby Principalin this Agreement.

Principal Shall:

1.) AssistthePlanAdministratorinthepreparationandupdatingofthe SummaryPlanDescriptionandotherdisclosureandreportingdocuments requiredbyERISA (if applicable).

2.) Provide identification cards for Participants.

3.) Apply thetermsof thePlanDocumentandtheinstructionsfromthePlan Administrator to the facts andcircumstancesof claims for benefitsfrom thePlanby Participants, makingpaymentfromthePlanAccountfor thoseclaims which areclearly dueand undisputedwithin thetime period providedby thePlanandERISA (if applicable). Principalwill makea reasonable investigation and a recommendation to the Plan Administrator for thoseclaimsthat arenotclearlydueor aredisputed. The recommendation will include Principal' s good faith analysisof issues deemedrelevant, to assisttheEmployerin makingthedecisionof whethertheclaimisto bepaid. ThePlanAdministratormayfromtime to time enterinto agreements, directly or indirectly, with healthcare providers or other third parties that would require the payment of benefitsor theprocessingof claimsandappealsin amannerotherthan assetforthinthePlanDocument. Totheextentof anysuch
inconsistency, thePlanAdministratorherebyinstructsPrincipalto performits dutiesto complywith therequirementsof thoseAgreements.

ThePlanAdministratorwill notifyPrincipalof suchagreementsas necessary.

4.) Follow its standardclaims administrationproceduresandpracticeswith respect to its duties under this Agreement.

5.) AssistthePlanAdministratorin investigatingthoseclaimsforwhich benefitsfromthePlanhavebeendeclined, whollyorinpart, andfor whichafurtherrevieworappealhasbeendulyrequestedbyoronbehalf of a Participant.

6.) Reportto theEmployerannuallywith respectto mattersof general interestaffectingthePlan, includingbutnot limitedto problemsof a recurringnatureandsuspectedmisusesof benefitsor fraudulentclaims activity.

7.) ProvidetotheEmployerPrincipal'sstandardmonthlyaccountingof 01007Ao121416rBA Page 3 of 17
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claims payments, with sufficient detail to allow for audit and controls of funds.

8.) Coordinate benefits payable from the Plan with other insurance or benefit plans, if any.

9.) ProvideinformationconcerningPlaneligibilityandbenefitprovisionsto Participants and their health care providers who contact Principal. Such informationshallnotconstituteadeterminationof whatbenefitsactually will bepaidforaspecificclaim, noracertificationorguaranteethatany amountwill bepaidbythePlan, anddisclaimersto thateffectwill be given to Participants and providers who seek information. Benefit determinationscanbemadeonly aftera completeclaimissubmittedto thePlanandprocessedaccordingtothetermsof thePlan, includingall eligibility requirements, limitations, exclusions. andotherprovisionsof the Plan applicable to that claim.

10.) Seek reimbursement of overpayments of Plan benefits. Principal shall have no obligation to take legal action against anyone to recover overpaymentsor otherwiseenforceanyprovisionsof thePlan.

11.) Identifytheclaimsfor whichthereis ormaybea potentialforcollection amounts paid on claims through subrogation or contractual rights of reimbursement, andnotify theEmployerof suchclaims.

12.) Applyitsstandardproceduresasaholderof lostorunclaimedproperty with respectto anycheck, draft, or otherinstrumentdrawnagainstthe PlanAccount, or anysuccessoraccount, for paymentfromthe Plan, reportingthatlostorunclaimedpropertyandtransferringit pursuantto applicable state law. Plan Administrator has determined that such procedures and transfer are appropriate and authorizes their use.

13.) If Employer requests Principal post the self- funded Plan benefit booklet summariesonPrincipal's .website, Principalwill bedoingsoasa convenienceto EmployerandPrincipalisnottakingonanyPlan
Administratordutiesrelatedto thedistributionof Summaryflan Descriptions (SPDs) or other ERISA -requiredreportsor disclosures, Principaldoesnot warrantthatthepostingof thedocumentsonits websitewill satisfyany of therequirementsof ERISA, evenif it is informed that Employerwishesto usethewebsitefor that purpose.

Principal, atits discretion, mayusedisclaimersandothernoticesin connectionwith thedisplayof the documentsto makeit clearthat Principal is not the plan insurer or Plan Administrator and that the Employerissolelyresponsibleforthecontentandcurrencyofthe documents.

14.) Provide the additional servicesdescribedin the attachedAddenda, each 01067.000435873. 4 Page 4 of 17
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of whichis herebyincorporatedby referenceasif fully setforth herein:

Addendum 1 - Fee Addendum

3. ThePrincipal's Duty of Careand Standardsof Performance in performingthisAgreement, Principalagreesto exercisethesamedegreeof careasthat followedbyPrincipalin its ownInsurancebusiness; and, whilethisAgreementis in effect, Principal agreesto indemnify, defend, andhold harmlessthePlanAdministrator for anyandall liability, includingbutnotlimitedto reasonableattorneyfees, arisingin anywayfromanyclaimfor eligibilityinorbenefitsfromthePlanin connectionwith:

Gross negligence of Principal; or
Dishonest, fraudulent, or criminal acts of an employee of Principal, whether actingaloneorin collusionwith personsotherthantheEmployeror itsagentsor employers.

4. Fee for Administrative Services
Employeragreesto payto Principala monthlyfee for theperformanceof this Agreement. Theamountof thefeeshallbe determinedannuallyby Principal.

The initial monthlyadministrativefeeis shownon theFeeAddendumandshall remainunchangedfor aperiodof oneyearcommencingon theEffective Dateof Us Agreement. PrincipalshallprovideEmployerwith writtennoticeof any change in the administrative fee amount at least 90 days prior to the change takingeffect, andsuchchangestotheadministrativefeeshallnottakeeffectuntil noticehasbeenprovidedasstatedherein. Feesfor servicesdescribedin any Addendumto flus Agreementarestatedseparatelytherein. Employershallpay all feesto Principalin full within (45) daysfollowing thedatea written statement or invoiceis submittedto Employerby which Principalnotifiesthe Employerof a monthly amountdue. All feesshall be paidfrom the employer's generalassets and not with Plan assets.

Theformulafor determiningthefeepayableby theEmployerto Principalis intendedby thesePartiesto reimbursePrincipalfor theactualcostsincurredin the performance on this Agreement, rsgardless of whether those costs are expressedoronlyimpliedin theformulaasstatedherein. Increasesin therateof anynon -controllablecostbeyondthatin effectonthedateof thisAgreement, or its most recent renewal, is to be added to the fee as incurred. The term " non- controllablecost" meansanyexpenseactuallyincurredbyPrincipal, directly attributable to Principal' s performance of this Agreement, and which is beyond thereasonablecontrolof Principal, includingbutnotlimited to, postagetam and governmentallyimposedsurcharges. Principalmayalsocharge, andEmployer agreesto pay, the actualcostsof retrieving andcopyingdocuments, recordsor data, andof assemblingtransmittingor reportinginformation. 2-
01007.00121416873.4 mem
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5. Confidentialityof information
Unlessotherwiserequiredbylaw, EmployerandPrincipaleachacknowledgethatperformanceof thisAgreementmayresultinaccesstoinformationproperlydeemedproprietaryorconkderttiial bytheother, andtheyeachagreetomaintaintheconfdentUiryyofsuchinformationandtouseit solelyfor thepurposesof thisAgrmrMIL

6. Business Amocirrte Provisions
IL Definitions: Termsusedbut not otherwisedefinedin this sectionshall havethe same meaningasthoseferretsin theHIPAA Rules.
l) Business Associate, shall mean Principal.
2) CoveredEntity. shallmeanCityofCarson. 3) DesignatedRecordSet: shallmeananyitem, collection, or groupingof information that includes ProtectedHealth Information and is mainrained, collected, usedordisseminatedbyorfor CoveredEntity_
4) Individual: shall mean the person who is the subject of ProtectedHealth Information andshall includea personwho qualifiesasa personalrepresentative inaccordancewiththePrivacyRule.
5) PrivacyRule: sballmeantheStandardsforPrivacyof IndividuallyIdentifiable Health hrformation at45 CFRpart 160andpart 164, subpartsA and E. 6) SecurityRuleshallmeantheregulationsat45 CFRPart160andPart164that require the health plan to implement administrative, physical and technical safeguardsto protecttheconfidentiality, integrityandavailabilityof electronic healthinformation thatit creates, maintains, receivesor transmits. 7) Protected Health Information (" PHI"): shallmeanall individuallyidentifiable healthinformationtransmittedor maintainedby acaveredentity, regardlessof form, asthe term is definedin 45 CFR 160.103. PHI for the purposesof this Agreementis limitedto the informationcreatedor receivedby Business AssociatefromoronbehalfofCoveredEntity. 8) RequiredBy Law: shallmeanamandatecontainedin Iawthatcompelsacovered entityto makeauseor disclosureof PHI andthat isenforceablein acourtof law. 9) SecurityIncidenthasmeaninggiventothattermby45CFR164.304. 10) Breachhasthemeaninggiventothattermby45CFRSection164.402. 11) UnsecuredProtectedHealthInformationhasthemeaninggiventhattermby45CFR Section 164.402. 12) ARRAmeanstheAmericanRecoveryandReinvestmentActof2009. 13) H1PAARalesmeansthePrivacyRule, SecurityRule, BreachNu ficatiaaRulesand Fnforcraaevt Rules at 45 CFR Part 160and Part 164.
b. Obligations and Activities of BusinessAssociate
1) BusinessAssociate agreesnot to useor disclosePHI other than as permitted or requiredby this Agreementor asRcquhsdBy Law. If Business Associate believesit isRequiredByLaworbyasubpoenaorcourtorderto discloseany PHI, thenBusinessAssociate, priorto anydisclosure, shallpromptlynotify CoveredEntityin wriringattachingacopyof thesubpoena, courtorder, orother demandandshallmakeall reasonableeffortsto allowCoveredEntityan opportunityto seeka protectiveorderor otherjudicial relief. 0 r007.00tV416173.4 mgm
Ia,- A`icaliori, Cu aumvi OinivIonti it
2) Business Associate agrees to use appropriate safeguards to prevent use or disclosureof PHI other thanasprovided for by this Agreement. 3) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. 4) BusinessAssociateagreesto promptlyreportto CovetedEmityanyuseor disclosureof PHInotprovidedfor bythisAgreement, includinganyBreachesof Unsecured Protected Health Information, in accordance with 45 CFR 164110, or anySecurityIncidentof whichtheBusinessAssociatebecomesaware. 5) BusinessAssociateagreesto ensurethat any agent, includinga subcontractor, that creates, maintains, receives or transmits protected health information agrees to the same restrictions, requirements and conditions that apply through this Agreement to Business Associate with respect to such information, in accordance with 45 CFR 164.502(e)(1)((ii.) and 164.308(b)(2), if applicable. 6) BusinessAssociateagreesto ensurethatanyagent, includinga subcontractor, to whom Business Associate provides electronic PHI agrees to the same restrictions, requirementsand conditions that apply through this Agreement to Business Associate with respect to such information, in accordance with 164.308( b)( 2), if applicable.
7) With mpect to PEII contained in a Designated Retard Set, Business Associate agreesto provideaccess, within seven (7) daysof the requestof CoveredEntity, to suchPHI to CoveredEntity or, asdirectedby CoveredEntity, to an individual in order to allow the CoveredEntityto meetsits obligationspursuantto 45 CFR524 . .

With respect to PHI contained in a Designated Record Set, Business Associate Wes to promptly make any amendment(s) to such PHI that CoveredEntity directs in accordance with 45 CFR 164.526.
8) Business Associate agrees to make all PHI, and internal practices, books, and records, including policiesandproceduresrelatingto the useanddisclosureof PHI, availableto the Secretaryof theDepartmentof HealthandHumanServices Secretary'), uponrequestor atthedirectionof CoveredEntityor theSecretary, for purposesof the SecretarydeterminingCoveredEntity's compliancewith the PrivacyRule.
9) Business Associate agrees to document such disclosures of PHI and information relatedto suchdisclosuresaswouldberequiredfor CoveredEntityto respondto a requestby anIndividualfor anaccountingof disclosuresof PHI for purposes other than treatment, payment, or health rare operations, as per 45 CFR 164528, as applied in accordance with Section 13405(c) of ARRA) and to provide the information contained in such documentationto Covered entity or to the Individualrequestingthe accountingwithin seven (7) daysaftera requestfor such information.
10) Business Associate will implement administrative, physical and technical safeguardsthatreasonablyandappropriatelyprotectthe confidentiality, integrity and availability of the electronicprotectedhealth infmrmationthat it creates, receives, maintainsor transmitsonbehalfof the HealthPianasrequiredby the Security Rule. BusinessAssociatewill comply with the requirementsof 45 CFR Part164SubpartC in thesamemannerasif it wereacoveredentityunderthose regulations.
11) BusinessAssociateagreesto ensurethatanyagent, includinga subcontractor, to whom it provides electronic protected health information agrees to implement reasonable and appropriate standards to protect it.
4_
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12) BusinessAssociateagreestoreporttotheHealthPlananySecurityIncidentofwhich it becomes aware.

I3) BusinessAssociateagreesto report to the CoveredEntity any Breachof UnsecuredProtectedHealthInformationwithoutunreasonabledelayandin no event more than 60 calendardays after it discovers the breach. The notification shall include, to the extentpossible, the identificationof eachindividual whose UnsecuredProtectedHealthInformationhasbeenor is reasonablybelievedby the Business Associate to have been included in the Breach and such other informationavailabletotheBusinessAssociatethattheCoveredEntitymayby lawberequiredtoincludeinanynotificationtoanindividualpursuantto45CFR Section 164AO4( c). To the extentthat CoveredEntity is obligedto provide notice pursuant to Section 13402 of ARRA as result of a Breach of Unsecured ProtectedHealthInformationbyBusinessAssociateortheagentof subcontractor of BusinessAssociate, BusinessAssociateshall, uponthe written requestof the CoveredEntity, providesuchnoticeonbehalfof CoveredEntity. Suchrequest must be madewithin 10daysafter receiptof notice from BusinessAssociateas providedaboveand CoveredEntity shall promptlyprovideinformationnmdcd by BusinessAssociateto give suchnotice.
14) With respectto any use, disclosureor requestfor PHI described45 CFR section 502(bxl), BusinessAssociateshallIimit the PHI to theextentpracticableto the limited data set as defined in 45 CFR section 164.514(ex2) or, if needed, to the minimum necessary to accomplish the Intended purpose of such use, disclosure or request.

C. PermittedUsesandDisclosuresbyBusinessAssociate
1) BusinessAssociatemay use or disclosePHI to perform functions, activities, or servicesfor, or on behalfof, theCoveredEntity asspecifiedin the Agreementor in accordancewith thewrittendirectionsof theCoveredEntity, providedthat suchuseor disclosurewouldnotviolatethePrivacyRuleif doneby theCovered Entityortheminimumnecessarypoliciesandproceduresof theCoveredEntity asprovidedbytheCoveredEntityto BusinessAssociate. 2) Exceptasotherwiselimitedin thisAgreement, BusinessAssociatemayuseor disclosePHIfor its propermanagementandadministrationor to carryoutits legalresponsibilities, providedthatin thecaseof anydisclosuresfor such purposes that are not Required by Law, Business Associate shall obtain reasonableassurancesfrom thepersonto whomthe disclosureis madethat it will remainconfidentialandusedanddisclosedonly asRequiredby Law or for the pui?m forwhichit wasdisclosedtotheperson, andthepersonagreestonotify BusinessAssociateof any instancesof which it becomesaware in which the confidentialityof PHI hasbeenbreached.
3) BusinessAssociatemay use PHI to provide Data Aggregationservicesto CoveredEntity aspermittedbythePrivacyRule.
4) BusinessAssociatemayde -identifyPHI thatit receivesfrom or on behalfof the Planor createsfor the Plananduseanddisclosethede -identifieddatain any mannerpermittedby law.
d_ Obligationsof CoveredEntity
1) CoveredEntityshallnotify BusinessAssociateof anylimitationsin its noticeof privacypracticesof CoveredEntitytotheextentthatsuchlimitationmayaffect 5-
01007.00171416173.4 m8m
1S.1.ifiCation; Cu-nomer Confidi• nti; 4
Business Associate' s useor disclosure of PHi.
2) CoveredEntityshallnotifyBusinessAssociateof anychangesin, orrevocation of, permissionby Individualto useor disclosureof PHI, to theextentthatsuch changesmayaffectBusinessAssociate'suseordisclosureof PHI. 3) CoveredEntityshallnotifyBusinessAssociateof anyrestrictionto theuseor disclosureof PM that CoveredEntity hasagreedto for an Individual to the extentthat suchrestriction may affect BusinessAssociate's useor disclosureof PHI.
4) Neither the CoveredEntity nor the Employershall requestthat Business Associate use or disclose PHI in a manner that violates the provisions of the Plan, the CoveredEntity's privacy policy or the Privacyor SecurityRule. With respectto anyuse, disclosureorrequestfor PHIdescribed45CFRsection562(b) 1), CoveredEntity andEmployershallnotrequireBusinessAssociateto useor disclose more than a limited data set as defined in 45 CFR section 164.514(e) ( 2) or, if needed, more than the minimum necessaryto accomplishthe intended propose of such use, disclosure or request
e. TerminationandSurvivability
1) Uponeitherparty's knowledgeof a materialbreachby the otherpartyof this Section 6 ('Business Associate Provisions'), thenon -breachingpattyshalleither. a Provideanopportunityfor the breachingpartyto curethe breachor end the violation, andterminatethis Agreementif the breachingpartydoes notcurethebreachor endtheviolationwithin thetime specifiedby the CoveredEntity; or
b. Immediatelyterminatethis Agreementif the breachingparty has breached a material team of this Section and cure is not possible; or C. If neitherterminationnorcureis feasible, the non -breachingpartyshall report the violation to the Secretaryof the Departmentof Human Services.
2) BusinessAssociateshalluponrequestof CoveredEntity or uponterminationfor any reasonof this Agreement, returnto CoveredEntity or destroyall PHI, includingcopies, abstractions, andcompilationsthereof] receivedfrom Covered Entity, or createdorreceivedby BusinessAssociateonbehalfof CoveredEntity.

Thisprovisionshallapplyto PHI thatis in thepossessionof subcontractorsor agentsof BusinessAssociate. BusinessAssociateshallnot retainany copiesof the PHI.
3) In theeventBusinessAssociatedeterminesthatreturningordestroyingPHI is infeasible, BusinessAssociateshallprovideto CoveredEntity notification of the conditions that make return or destruction infeasible and Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that maks the retum or destruction infeasible, forsolongastheBusinessAssociatemaintainssuchPHI.

L Miscellaneous
1) Regulatoryreferences. A referencein this Agreementto the PrivacyRuleor a section in the Privacy Rule or Security Rule meansthat rule or section as amended from time to time.
2) Compliance with law. In connection with its performance under this Agreement, thepartiesshallcomplywith all applicablelaws, includingbutnot limitedto the 6-
otoa7. 001V416973. 4 mgn
iarSiT Cnt iz.:: iiatom r Cnniir''" iat
PrivacyRule. theSecurityRule, ARRAandotherapplicablelawsprotectingthe privacy of personalinformation about individuals.
3) Amendment. Thepartiesagreeto takesuchactionasis necessaryto amendthis Agreementfromtimeto timeasis necessaryfor eachpartyto complywith the mquirzments of the Privacy Rule and Security Rule and the Health Insurance PortabilityandAccountabilityAct of 1996andARRA.
4) Survival. The respective rights and obligations of Business Associate under Section 6 of this Agreement shall survive the termination of this Agreement. a) interpretation. Any ambiguity in this Section (" Obligations of Business Associate') shall be resolvedto permitCoveredEntity to complywith the PrivacyRuleandSecurityRuleandARRA.

Reservationof DiscretionaryAuthority.

The Plan Admini= or istheprimaryfiduciarywith respectto theoperationof thePlan. and reservescomplete discretion to construeor to interpret the provisions of the Plan, to determine eligibilityforbenefitsfromthePIan, andtodeterminethetypeandextentofbenefits, if any, tobe providedbythePlan. ThePlanAdministrator'sdecisionsinthesemattersshallbecontrolling. binding, andfinal. BythisAgreementthePlanAdministratorisdelegatingtoPrincipalsuch ministerialauthorityasisnecessarytoprocessorotherwiseresolveundisputedclaims, eligibility questions, or othermattersgovernedby this Agreement; but thePlan Administrator reserves ultimate authority with respectto thoseandall other aspectsof the Plan In any action to review any decisionby thePlanAdministrator. the PlanAdministratorshall bedeemedtohaveexercised itsdiscretionproperlyunlessitisproveddulythattheEmployerhasactedarbitrarilyandcapriciously, Liability to Others
TheEmployeragreestoindemnify. defendandholdharmlessPrincipalfor anyandall liability, includingbutnotlimitedtoreasonableattorneyfees, arisinginanywayfrom anyclaimforeligibilityinorbenefitsfromthePlanexceptastoPrincipal's dutyto indemnify the Employer asstatedin Paragraph3(a) and (b) of this Agreement. In addition, theEmployeragreesto indemnifyPrincipalforanyandall liability, including butnotlimitedto reasonableattorneyfeesarisinginanywayfrom (i) theclaimsof third partiesin anycasein whichPrincipalhasactedin accordancewith this Agreement, the PlanorthedirectionsoforinformationprovidedbythePlanAdministrator, or (ii) any recoveryorattemptedrecoveryagainstPrincipalwithrespectto benefitspaidby Medicareunderstatutesor regulationsgoverningthecoordinationof benefitsbetweenthe PlanandMedicare, includingbutnotlimitedto42U,S,C. Section1395y, Becauseathird partymayassertaclaimagainstoneorbothof thesePartieswhichis not describedinParagraph8a, anysuchclaimisaresponsibilityofthesePartiesjointlyor individuallyasdeterminedbytheactualcircumstancesoftheclaim. Accordinglythe EmployerandPrincipalagreeto cooperatein respondingto anysuchclaimandto apportionanyliability, includingbutnot limitedto reasonableattorneyfees, asbetween themselves according to those actual circumstances of the claim.

If any claim describedin either Paragraph8aor 8b resultsin litigation, thesePartiesagree toconferpromptlyandingoodwithtodeterminewhetherit isgovernedby8aorby 8b, andthenhow bestto proceedcooperativelyin defense.
7-
01007.o0IN16677 4 mqn
XtSEfiC4t+o'!. Oust W11erCor4fidrnt1, tit
Resolution of Disputes
ThePartiesagreeto actin Inmostgoodfaithto resolveanycontroversyor disputearisingoutof or related to this Agreement promptly through negotiations of executives or responsible representativesof eachParty. Intheeventof adispute, thedisputingPattyshallgivetheother Partywrittennoticeofthedisputeand, withintwenty (20) daysofreceivingthatnotice, the receivingPartyshallpresentitsresponse. Boththenoticeandtheresponseshallincludea statementofeachParty'sposition, asummaryoftheevidenceandargumentssupportingits position, andthe nameof the executiveor otherrepresentativewho will negotiateon behalfof thatParty. Negotiationsshallbeheldatamutuallyacceptabletimeandplace, beginningnolater thanthirty (30) daysfollowingthereceivingParty'sreceiptofthenoticeofthedispute, and continuingthereafterasoftenasthenegotiatorsreasonablydeemednecessarytoresolvethe dispute. Unlessotherwiseagreed. if thedisputehasnotbeenresolvedwithinsixty (60) daysfrom thefirstnegotiationsession. or if thisnegotiationprocesshasnotbeenfulfilled byeitherorboth of theParties, theneitherPartymaypursueanyandall otheravailablelegalremedies. Any legal claimbyPrincipalagainstEmployershallbemadeincompliancewiththeCaliforniaTortClaims Act.

10. Assigomeot
Thisis a contractfor specificservices. NeitherPartymayassignor furtherdelegateanyof its rightsor obligationswithoutthewritten consentof theotherPatty, exceptthatPrincipalmay assign its rights and obligations to a corporate affiliate with prompt written notice to the Employer.

11. Farce Majeure
Theobligationsof eitherPartyunderthisAgreementshallbesuspendedduringthecontinuance ofanyforcemajeureapplicabletothatParty. Forthispurpose, theterm "forcemajeurermeans anycausenotreasonablywithinthecontrolofthePartyclaimingsuspensionofobligations, includingbynotlimitedtoactsofGod, war, riot, weather-relateddisaster, earthquake, governmentalaction, andunavailabilityor breakdownof necessaryequipment. TheParty claimingsuspensionof obligationsshalltakereasonablestepsto resumeperformanceassoonas possiblewithout incurringunreasonablyexcessivecosts.
12, Whole Agreement
This Agreement constitutesthe entire contract betweentheseParties with respectto the subject matter hereof and supersedesall oral negotiations and prior understandingsbetweenthe Parties. whether oral or written.

13. Amendment or Revision
ThisAgreementmaybeamendedormodifiedonlybyawritteninstrumemsignedbyauthorized representativesof bothPartiesanddesignatedasanAddendumor otherwiseidentifiedby these Partiesto this Agreement. The failure of either party to requirestrict adherenceof the otherto the requirementsof this Agreementshallin noway affecttheperspectiverightsof eitherpartyto enforcesamenorshallanywaiverof anybreachof thiscontractbeconstruedasawaiverof any subsequentbreachor a waiver of modification of the provisions of this Agreement. 01007 00111416M. 4 mSm
C.1,1 _ ificrjtion. Custoinc• ra ui Iidentia!

14. No Third Patty Beneficiaries.

ThisAgreementandthetermsandprovisionshereofaresolelyforthebenefitof namedpartiesto thisAgreementandshallnotbenefitin anywayorconferanyrightsuponanypersonnot specificallyapartyto thisAgreement.
15, Notices
All noticesor othercommunicationsrequiredor permittedto bemadeunderthis Agreementshall beinwritingandshallbedeemedtohavebeengivenontheearliestofthedateofactualdeliveryor receipt, and shall be addressed to the Parties at:

To Employer. TheCityof Carson
701 E. Carson Street
Carson, CA 90745
Attn-. Director of Human Resources and Risk Management
Copyto: City Manager
Fax: ( 310) 830- 2741
To Principal- PrincipalLife InsuranceCompany
711 High Street
Des Moines, IA 50392
Attn Account Manager
Fax ( 866) 389- 767

16. Choiceof Law andSeverability
ThisAgreementshallbegovernedby, construed_ andenforcedin accordancewiththelawsof the Stateof Californiainacourtof competentjurisdictionin theCountyof LosAngeles. If any provisionofthisAgreementisheldtobeunenforceablebyacourtorregulatoryagencyof competentjurisdiction, thentheremainingprovisionsshallcontinuein full farceandeffect.

17. Tenn and Termination
a The initial term of this Agreement will begin on the Effective Date and continue until November1. 2018. Thereafter, unlessearlierterminatedbyeitherParty. thisAgreementmay berenewedatEmployer'ssoleoptionforuptothreesuccessiveone-yearterms_ b. ThisAgreementis terminableby Principaluponwrittennoticeif Employerfailstomaintain adequatefundsinthePlanAccounttopayall Planbenefitsintheordinarycourseof business. or fails to makepromptpaymentin full of thefeesandexpensesdueto Principalfor the performanceof thisAgreement, or if thebenefitsof thePlanfail toqualifyasExcepted benefits,
c.

Followingtheinitialtermof thisAgreement, thisAgreementmaybeterminatedbyeither Partyuponninety (90) days' noticeto theotherPart}, with or withoutcause. d. Principalwill provideadministrativeserviceswithrespectonlytoclaimsincurredonor beforethedateof terminationforaperiodof 90daysfollowingtheterminationdate. Plan AdministratorshallmaintainadequatefundsinthePlanAccountduringthistimeperiodto fundsuchclaims. All provisionsofthisAgreementshallapply. Anyclaimsreceivedby 9_
OL 7001J416MAmgm
CLhF"Ifcr P6r;--_ Custc mor Coniidentpat
Principalwithin 90daysof terminationshallbereferredbackto Employer. Any claims receivedbyPrincipalafter90daysofterminationwill bedestroyedwithwrittennoticeof sameto Employer and phonecalls will be referredto the new claimsadministrator.

18. Insurance
a. insurance1e3eui[Md Principalshallmaintainthefollowinginsurancecoverages:

QmmoMial Gmral Lia ill Insurancefor bodily injury (includingdeath) andproperty damagewhich provideslimits of not lessthan Five Million Dollars (55,000.000) per occurrence and Five Million Dollars ($ 5,000,000) annual aggregate as respects productslcompleted operations if applicable.
a. Coverages included shall be:

I. Premises and Operations;
ii. BroadForm PropertyDamage;
iii. Blanket Contractual Liability;
iv. Products/ Completed Operations;
V. Personal Injury Liability;
vi. Cross -liability andSeverabilityof Interest; and
vii. IndependentContractorsLiability.
2) Automobile Liability Insurancefor bodily injury (includingdeath) andpropertydamage which providescoveragelimits of not lessthanOneMillion Dollars S1,000,000 combined single limit per ocpurrence applicable to all owned non -owned and hired vehicles.
3) StatutoryWorkers' CompensationandEmnloyereLiability Iqumce for not lessthan OneMillion Dollars ($1,000.000) peroccurrenceapplicableto Employers' Liability coverage for all employees engaged in services or operations under this Agreement. The policyshallincludebroadformall-states/otherstatescoverage. Coverageshallbe specificallyendorsedto includetheinsurer'swaiverof subrogationin favorof Employer; its directors, officers, representatives, agentsand employees, a copy of which shall be providedto Employer. Shouldanysuchwork besubcontracted. Principalshallrequire eachsubcontractorof anydersimilarly to complywith this Paragraph18, all in strict compliance with federal and state laws.
4) ProfessionalLighili1yinsurance for damagesarising out of Principal's acts, errors or omissions. Thepolicyshallprovidea coveragelimit of not lessthanFiveMillion Dollars 5,000,000) per claindaggregate as respectsPrinciple's services under this Agreement.

Suchinsuranceshallbemaintainedfor aperiodof not lessthanthree (3) yearsfollowing termination or expiration of this Agreement.
5) NenEoASecuri1yandPrivacy is ill Insurancewith aminimumlimit of FiveMillion dollars (55,000,000) perclaim, includingcoveragefor thirdpartynotification, credit monitoringandfraudprotection.
6) Fidelity/ Commercial Cr'm lNurance with minimal limits per claim of Two Million Dollars ($ 2,000,000).
10-
O1007. 0012l416MA mgm
i: ll, ri, xti n: CvSturner ConTitk! ntinL
b. Special Provisions
1) Theforegoingrequirementsastothetypesandlimits of insurancecoverageto be maintainedbyPrincipal, andanyapprovalof saidinsurancebytheEmployerorits insuranceconsultant(s) arenotintendedtoandshallnotinanymannerlimitorqualify theliabilitiesandobligationsotherwiseassumedbyPrincipalpursuanttothisAgreement, includingbutnotlimitedtotheprovisionsconcerningindemnification. 2) Employeracknowledgesthatsomeinsurancerequirementscontainedin this Paragraph18 maybefulfilled byafundedselfinsuranceprogramof Principal. However, thisshallnot in anyway limit liabilitiesassumedbyPrincipalunderthisAgreement. 3) Should any of the work under this Agreement besubcontracted, Principal shall require eachof Itssubcontractorsof anytierto providetheaforementionedcoverages, or Principalmayinsuresubcontractors) underitsownpolicy(ies). 4) Employerreservesthe right to withhold paymentsto Principal in the eventof material noncompliance with the irourarce requirements of this Paragraph 18.

SIGNATURES ON FOLLOWING PAGE]
01007.001214161{ A mgm
Classification: Customer Confidential
ISIWITNESSWHEREOF, thepartieshavesignedthisAmendmentonthedatesindicatedbelow.

ATTEST:

DonesiaL. Gause, City Clerk
AEPI VF,DAS TO FORM:

Attorney
CITY:

CONSULTANT:
oration
PRINCIPAL LIFE INSURANCE COMPANY, an Iowa
corporation
By:

Name: % m 14. k.. 49OClGrtlm
Title: Vico. Ptngdiy not
Late: 11.9. 2W tl
By:

Name:' ' l : n.•'
Title ` L^ ' 1•sw ? w 7: ti"•
Date:

Address:

TwocorporateofficersignaturesrequiredwhenConsultantisacorporation, withonesignaturerequiredfromeachofthe followinggroups: t) ChairmanoftheBoard, PresidentoranyVicePresident; and2) Secretary, any .assistantSecretary, ChiefFinancialOfficer or anyAssistantTreasurer. CONSULTAN'PS SIGNATMES SHALL BEDIiLY NOTARIZED.

A3N'DAPPROPRIATEATTESTATIONSSHALLBEINCLUDED4.SNIAVBEREQUIREDBYTHEBAIA«•S, ARTICLESOFINCORPORATION, ORO'T'HERRALESORREGULATIONSAPPLICABLETOCON'SULTAh"PS BtlSINESS EtiTIT1'.

C1a55ification. CusiomerConfidential

IOWA NOTARY ACKNOWLEDGMENTS
EACH PARTY SIGNATURE must benotarizedindividually.]
Acknowledgment of Individual

STATE OF IOWA
COUNTY OF P& a
On this ` ' day of Jc -o a f% l' beforeme, aNotary
Public, personally appeared-; c_ 1- r , , ; , * _ _ _ , to me known to be the person named in and who executed the foregoii instrument, andacknowledgedthathe/she/they executedthe sameashis/her/their voluntary act anddeed.

Notary Public
Print Name' LVlr lb sr' E
Seal, if any)
My commissionexpires, 0117 ! a L4
Classification. Customer Confidential
N. CHRISTINETOLEDO
W. CwrynlssionNo. AM38
MYCommissionExphmJuly24, 20-,Z.,?

IOWA NOTARY ACKNOWLEDGMENTS
EACH PARTY SIGNATURE must be notarized individually.]
Acknowledgment of Individual

STATE OF IOWA

COUNTY OF
On this 1`4 dayof } v , 1bl- 1 , beforeme, aNotary
Public, personally appeared ` ,— c_ i I C-6 cd=,, , to me known to be the personnamedin and who executedthe foregoing instrument, and acknowledgedthat he/she/they executed the sameashis/her/their voluntary act and deed.

Notary Public
Print Name: vw _ ! .. E CL o
Seal, if any)
My commission expires:

CLassificat+ on' Customer Confidential
CHRISTINETOLEDONiOMWSOW - IOWATT ComrrubsionNo. sasQsMyC& MdUion Juty 24, 20.a t FEE ADDENDUM 1
Thefollowingfeeswill bedeterminedannuallybyThePrincipalLifelr wince Company, except as otherwise provided in the Agreement.

Administrative Services Fee
Dental $ 6. 20 per employee per month
Broker Fee $ 1.50 per employee per month
Client Name Acct Number and Eff Date
Classification: Customer Confidential
Classification: Customer Confidential
ft! it i(al%QGt(Q[j-
ACC) Rp® CERTIFICATE OF PROPERTY INSURANCE 5/ 12020
DATE
912019
THIS CERTIFICATEIS ISSUEDAS A MATTEROF INFORMATIONONLYAND CONFERSNO RIGHTSUPONTHE CERTIFICATEHOLDER. THIS

CERTIFICATEDOES NOT AFFIRMATIVELYOR NEGATIVELYAMEND, EXTENDOR ALTER THE COVERAGEAFFORDEDBY THE POLICIES BELOW. THIS CERTIFICATEOF INSURANCEDOES NOT CONSTITUTEA CONTRACTBETWEENTHE ISSUINGINSURERIS], AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

PRODUCERLockton Companies NAME: ".
3280 Peachtree Road LVE, Suite # 2550 PHONE FAIL
Atlanta GA 30305 E- MAIL _
IUCkNox
404) 460- 3600
ADDRESS:

PRODUCER
C11.SiQI11FR Ili .

S XXXXXXX
INSURq%§IAFFORDINGCOVERAGE I NAIC 0

INSURED
Principal Financial Group, Inc. INSURERA: National Union Fire Ins Co Pitts. PA 19445 104814 Sot Grand Ave INSURER 6:

Des Moines IA 50392
WIND
INSURER C:

FLOOD
INSURER 0;
INSURER E.

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER -
LOCATIONOFPREMISES1DESCRIPTIONOFPROPERTY (AttachACORD101, AdditionalRemarksSchedule, If morespaceIsrequln3dl

THIS ISTO CERTIFY THAT THE POLICIESOF INSURANCELISTEDBELOW HAVE BEEN ISSUEDTO THE INSURED NAMEDABOVE FOR THE POLICYPERIOD

INDICATED, NOTWITHSTANDINGANYREQUIREMENT, TERM OR CONDITIONOF ANY CONTRACTOR OTHERDOCUMENTWITH RESPECTTO WHICHTHIS

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

LTR TYPE OF INSURANCE POLICY NUMBER

POLICY EFFECTIVE
DATE IMkVDOmYYI

POLICY EXPIRATION

DATE ( MMIDDIYYYYI

COVERED PROPERTY LIMITS

PROPERTY

CAUSES OF LOSS DEDUCTIBLES

NOTAPPLICABLE

BUILDING

PERSONAL PROPERTY

BUSINESS INCOME

EXTRA EXPENSE

RENTALVALUE

BLANKET BUILDING

BLANKET PERS PROP

BLANKET BLDG & PP

S XXXXXXX

BASIC BUILDING
BROAD

CONTENTS

SPECIAL
S XxxXXXX

S XXXXXXX

EARTHQUAKE S XXXXXXX
WIND S }{ 7{} 0( xxx
FLOOD
s XXXXXXX
s xxxxxxx
S xxxxxxx

INLAND MARINE

CAUSES OF LOSS

NAMED PERILS

TYPE OF POLICY

NOT APPLICABLE
S xxxxxxx
5 XXXXXXX
POLICY NUMBER xxxxxxx
s XXXXXXX

A CRIME

E OF POLICY
FPFIBond
01 - 351 - Ili - 8G 5/ 112019 511/ 2020 X
X
X
Employee Dishone
On Premises
In Transit L
y 15.000, 000

15.000, 000
S 15.000 000
BOILER d MACHINERY I

EQUIPMENT BREAKDOWN NOTAPPLICARLE
H S xxxxxxx
S xxxxxxx
A
B IComputer Crime 01- 351- 18- 87
iSee Remarks
5/ 1/2019 5/ 1/2020
5! 112019 5/ 1/2020 Lix 15, 000, 000
s 30, 000, 000
SPECIALCONDITIONSI OTHERCOVERAGESIACORD101, Additional RemarksSchedule, may be attached It more space is raquirecil THISCEirrIF1CAT£ SUPERSEDESALL PREVIOUSLYISSUEDCERTIFICATESFORTHISHULDER, APPLICABLETOIn CARRIERSLISTEDANDTHEPOLICYTERAI(SIREFERENCED See Attached
CERTIFICATE HOLDER CANCELLATION 10241
200737

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CIL} Df Carson THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN All, Faye Mosele) ACCORDANCE WITH THE POLICY PROVISIONS. 701 C Carson 51Tect
Carson CA 90745 AUTHORIZED RFENTATIVE
ZT
CM 995- 2015 ACORD- CORPORATION. All rights reserved.

ACORD 24 ( 2016103) The ACORD name and logo are registered marks of ACORD Standard Attachment 024 NWtcr ID 104814, Certificate IU ? 00737 Special Conditions:

Insurer B: ACEAmericanInsuranceCompany- ExcessForm25 #DOXG25542812 004 FIB
Eff Date: 05/ 01/ 2019 - Exp Date: 05/ 01/ 2020
Single Loss $ 15, 000, 000
Aggregate $ 30, 000, 000
Insurer B: ACEAmericanInsuranceCompany- ExcessComputerCrime, DOXG25543233 004 CCP
Eff Date: 05/ 01/ 2019 - Exp Date: 05/ 01/ 2020
Single Loss $ 15, 000, 000
Aggregate $ 30, 000, 000
Insurer C: BerkleyRegionalInsuranceCompany - Excess Form 25, # BFIC- 45000342- 25 Eff Date: 05/01/2019 Exp - Date: 05/ 01/ 2020
Single Loss $ 20, 000, 000
Aggregate $ 40, 000, 000
Insurer C: Berkley RegionalInsurance Company - Excess Computer Crime, BFCC- 45000341- 25
Eff Date: 05/ 01/ 2019 - Exp Date: 05/01/ 2020
Single Loss $ 20, 000, 000
Aggregate $ 40, 000, 000
ACORbF

CERTIFICATE OF LIABILITY INSURANCE DATEIMMIDWYYYY)

AODLISUBR

TYPEOFINSURANCE INSO
5! 8! 2019
THISCERTIFICATEISISSUEDASA MATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER. THIS

CERTIFICATEDOESNOTAFFIRMATIVELYOR NEGATIVELYAMEND, EXTENDOR ALTERTHE COVERAGEAFFORDEDBY THE POLICIES BELOW. THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEA CONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If thecertificateholderis anADDITIONALINSURED, thepolicy(les) musthaveADDITIONALINSUREDprovisionsor beendorsed.

If SUBROGATIONISWAIVED, subjectto thetermsandconditionsofthepolicy, certainpoliciesmayrequireanendorsement. A statementonthis certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER
Arthur I Gallagher & Co.

CON ACT
PHONELARealEslaleCertsajg_comInsurance Brokers of CA License # 0726293 FAX
818- 539- 1415 LAM. Not: 818- 539- 1804
505 N. Brand Boulevard, Suite 600 ADORLEss: [email protected] CA 91203 INSURER(S] AFFORDiN_GCOVERAGE NA1C9 INSURERA: ACE Properly & Casual Insurance Co 20699
INSURED PRINFIN- 04
al Financial Group, Inc. INSURERB: Endurance Assurance Corporation _ _ 11551 i 1 High11 High Street INSURERC: SOMPOAmerica Insurance CorWnY 11126 - Des Moines, IA 50392 INSURER D:

INSURER E:

INSURER F
I, UVEKA% 2Eb GERTIFICATE NLIMBER[ B7AA351n7 52r: 1/ lCln1U wlllaaco•

THISIS TOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED. NOTWITHSTANDINGANYREQUIREMENT, TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS CERTIFICATEMAYBEISSUEDOR MAYPERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINIS SUBJECTTOALLTHETERMS.

EXCLUSIONSAND CONDITIONSOF SUCHPOLICIES. LIMITSSHOWNMAY HAVEBEENREDUCEDBYPAIDCLAIMS

INSRLTR AODLISUBR

TYPEOFINSURANCE INSO WVD

POLICY EFF POLICY EXP

POLJCYNUMBER IMMIDDIYYYYI IMMIDDIYYYY LIMITS

B X COMMERCIAL GENERAL LIABILITY

AUTHORIZED RESENTATIVE
GGR10014548500 5/ 112019 51112020 EACHOCCURRENCE 51, 000000 PREMISES Ea occurrence S1. 000, 000CLAIMS, MADE OCCUR
MED EXP (Any one person! $ 1. 000
PERSONAL & ADV INJURY $ 1. 000000
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICYRO-
PT LDC
GENERAL AGGREGATE $ 2. 000000
PRODUCTS - COMPIOP AGG 5 1.000 000
IDeducuble S NILOTHER:

C AUTOMOBILE LIABILITY

ANY AUTO
N ACVS7168Q0 5/ 112019 511/2020i tEOMB3INaSINGLELIMIT51, 000, 000 BODILY INJURY ( Per person) 5
IxOWNED
SCHEDULEDBODILYAUTOS ONLY AUTOS INJUAY Peracddenl S
iHIREDX NOWOWNEDAUTOS ONLY AUTOS ONLY
PROPERTY DAMAGE SiPer acodenfl _
S
A X UMBRELLA LIAR X OCCUR G46635115003 511/ 2019 5/ 112020 _ EACHOCCURRENCE 5 2$, 000 OOq EXCESS LJAB CLAIMS - MADE FAGGREGATE 25, 000000
DEDIX RETENTIONSinnnn IsWORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN

ANYPROPR IETORIPARTN ERIEXE CITI VE
OFF4CERIMEMBERFXCLUDED7 [:] NiA

PER OTH-

STATUTE ER

ELEACHACCIDENT S
E L DISEASE EA EMPLOYEEMyandatory In NH]
It es. describe unde
DESCRIPTIONO tOF below E L DISEASE • POLICY LIMIT S
DESCRIPTIONOFOPERATIONSI LOCATIONSI VEHICLES (ACORD101, AdditionalRemarksSchedule, maybeattachedif morespaceIsrequired( Tercorism coverage is included.

Evidence Only
CERTIFICATE HOLDER ceurFl I ATlnti
D 1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS,
Evidence Only AUTHORIZED RESENTATIVE
D 1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD25 ( 2016103) The ACORD name and logo are registered marksof ACORD A
ACbR H CERTIFICATE OF LIABILITY INSURANCE DA
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. 914
0191
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATEOF INSURANCEDOESNOT CONSTITUTEA CONTRACTBETWEENTHE ISSUINGINSURERISj, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy( les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER CON ACT
LindsayGentryLMCInsurance & Risk Management, Inc.

NAME:

PHONE FAX --
515- 237- 0150 Nc 515. 244- 95354200 University Ave., Suite 200 IAICAL) r ; XU: ; West Des Moines IA 50266- 5945 ADoliEss: Iindsa+y,yeniry@lmcinscam INSURER{Sr AFFORDINGCOVERAGE NAIC 0
INSURERA: S nt!y Insurancea MutualCompany 24988
INSURED PRINFI"I INSURERB
Principal Financial Group, Inc. 711 High Street INSURER C — Des Moines lA 50309 INSURER D:

INSURER E :

GENERAL AGGREGATE $

INSURER F
COVERAGES CERTIFICATE NUMBER: 1700013030 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATEMAY BE ISSUEDOR MAY PERTAIN, THE INSURANCE AFFORDEDBY THE POLICIES DESCRIBEDHEREINIS SUBJECTTO ALL THE TERMS.

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRPOLICY

LTR TYPEOFINSURANCE
City of Carson

EFF POLICY EXP
POLJCYNUMBER MM1DDIYYYY) ( MMIDDNYYYI LIMA

AUTH DREPRESENTATIVE

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S
OCCUR
I WrW% Y09EWElJ -- --
PREMISESEEaomurrenceh _ SECLAIMS-MADE
MEDEXP (Any. aneperson) S
PERSONAL d ADV INJURY . 5 _
GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
HPOLICY - 1 !ECT LOC PRODUCTS- COMPIOP AGG S
OTHER. S
AUTOMOBtLEL1ABILITY COMBINED SINGLE LIMIT SEa dera
BODILY INJURY ( Per person) SANY AUTO

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY ( Per accident) S

HIRED NON - OWNED

AUTOS ONLY AUTOS ONLY
PROPERTY DAMAGE $
Per accident
S

UMBRELLALIAOOCCUR

HCLAIMS-MADE
I EACHOCCURRENCE ;$

EXCESS LIAB

I I AGGREGATE I S

DEDI I RETENDONS IIS

A WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN

90. 02771- 02
I 5! 112019 511/ 2020 XPER OTH.

STATUTE ER
E. L. EACH ACCIDENT S 1, 000, 000ANYPROPRIETORIPARTNERIEXECUTIVE

OFFICERIMEMBEREXCLUDEDY NIA
F DISEASE EA EMPLOYEE S1. 000. 000IMandatory in NHI
ILt
DESCRIPTIrON
Obe
FOPERATIONSE. L DISEASE - POLICY LIMIT 51, 000, 000
I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES 1ACORD101, Additional Remarks Schedule, nary be attached if more space Is mqulred)

CERTIFICATE HOLDER CANCELLATION
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

Cityof Carson
701 E Carson Street
Carson CA 90745 AUTH DREPRESENTATIVE
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD f -AVj- U9/,'// 1
ACORO® CERTIFICATE OF LIABILITY INSURANCE16-. 1/20/ 2020

GATE ( MMIDDIYYYY)
1 9/ 5/ 2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER Locklan Companies CONTACT
3280 Peachtree Road NL, Suite 9250
Atlanta GA 30305
404) 460- 3600
PHONE FA%
WC, No. Extim- AN: No
E -MAR.

ADDRESS:

NOTAPPLICABLE
IN5URE!HSjAFFORDINGCOVERAGE NAICN
INSURERA:

MED EXP (Any one person) S XXXXXXX

INSURED
GroupPrincipalFinancial GInc.
1407923 p p'
711 lilgh Street
INSURER 8:

INSURER C
INSURER D: Des [ Joins IA 50392
INSURER E:

PERSONAL SADV INJURY S XXXXXXX

INSURER F
COVERAGES CERTIFICATE NUMBER: 16283244 REVISION NUMBER: XXXXXXX

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

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

NSRILTR TYPE OF INSURANCE
AnDL 5U BR

POLICY NUMBER
EFF
MM7DOYfYW, MNWUfYYYY LIMITS

AUTHORIZED REPRESENTAIIVE
Ice/

COMMERCIALGENERAL UABIUTY
CLAIMS -MADE L] OCCUR

NOTAPPLICABLE EACH OCCURRENCE S XXXXXXX
PREMISES Ea occurrence $ XXXXXXX
MED EXP (Any one person) S XXXXXXX

PERSONAL SADV INJURY S XXXXXXX
GENERAL AGGREGATE $ XXXXXXXGEHL AGGREGATE LIMIT APPLIES PER:

POLICY JE y E LOC I

I PRODUCTS -COMPIOPAGG S XXXXXXX

I SOTHER I
AUTOMOBILE UABILITY NOTAPPLICABLE EaamdentINGLLIMIT S XXXXXXX BODILY INJURY ( Per person) S }(}(}{} xxxANY AUTO
AUTO ONLY AUTOS BODILY INJURY ( Peramdenq S }( xx} xxx
DAMAGE S }( X}(}( xxx
PeO
r.. den
HIRED

AUTOSONLY AUTOS
S XXXXXXXLlUMBRELLAUABO HCLCACIUR NOT APPLICABLE EACH OCCURRENCE S XXXXXXX AGGREGATE S XXXXXXXEXCESS UAB MS• MADE

DEPI IRETENTIONS S XXXXXXX
WORKERS COMPENSATION iAND EMPLOYERS' LIABILITY
Y $ N i
NOT APPLIC:ABLEPTp ERH
I ' TUTEJ —'"'
ANY PROPRIETORIPARTNEWEXECUTIVE L EACH ACCIDENT S.XXXXXXXI

EOFFIBER
MndaoryInNH)EXCLUDED7 NlA
E.LDISEASE- EAEMPLOYE! S XXXXXXX
DESCRIPTIONO OrPERATIONSbelow I EL. OiSEASE-POLICYLIMIT S XXXXXXX A NelWorkSecunty: Cybcr N N' 07- 505- 28- 73 r 1/202019 11/208020 Limit See Addendum Policy
I
Retention See Addendum
DESCRIPTION OF OPERATIONS t LOCATIONS t VEHICLES IACORD tot, Additional Remarks Schedule, may be attached It more space Is niqulred) See Attar hed
CERTIFICATE HOLDER CANCELLATION See Attachment
16283244
City of Carson SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Faye Moseleyy y

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 701 E_ Carson Street
ACCORDANCE WITH THE POLICY PROVISIONS.

Carson CA 90745 AUTHORIZED REPRESENTAIIVE
Ice/
ACORD 25 ( 2016103)
a 19S& 2016' ACORD CORPOFU%TION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
MiscellaneousAtiachment: M516487 Master ID, 1407923, Certificate ID: 16283244 PrimaryNetworkSecurity/CyberPolicy; AIGSpecialtyInsuranceCompany; Policy #07-505-28-73; Policy Period: 01120/2019-0112012020; Limit; $1OM, Retention: $ 1 M; 1stExcessNetworkSecurity/CyberPolicy; LloydsSyndicate4711 (Aspen); Policy #B0713MEDTE1901450; PolicyPeriod: 01120/2019-0112012020; Limit: $10M excess of $ 1OM'. 2ndExcessNetworkSecurity/CyberPolicy: GreenwichInsuranceCompany (XL):

Policy #MTE903204304; PolicyPeriod: 01/20/2019.0112012020; Limit: $1OM excess of $ 20M:
3rdExcessNetworkSecurity/ CyberPolicy; LloydsSyndicate1955 (Barbican):

Policy # B0713MEDTE1901627: Policyperiod 01/2012019 - 0112012020; Limit $10Mexcessof $30M. 4thExcessNetworkSecurity1CyberPolicy; AxisInsuranceCompany; Policy #P-001-000069548-01; Policyperiod01/20/2019-01120/2020; Limit $10Mexcessof $40M 5thExcessNetworkSecurity/CyberPolicy #B0713MEDTE1901684; PolicyPeriod: 0112012019-0112012020; Carrier: Lloyds Syndicate - Tokio Marine; Limit: $35M excess of $ 50M. 6thExcessNetworkSecurity/ Cyber; Policy #107034205; PolicyPeriod: 01/2012019-0112012020; Carrier:

TravelersExcessandSurplusLinesCompany: Limit: $5M excess of $ 85M. 7thExcessNetworkSecurity/ Cyber: Policy #596658657; PolicyPeriod: 0112012019-01/20/2020; Carrier:

ContinentalCasualtyCompany Limit $1OMexcessof $90M.

V
AMENDMENT NO. I

TO AGREEMENT FOR ADMINISTRATIVE SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR ADMINISTRATIVE
SERVICES (" Amendment") by and between the CITY OF CARSON, a California municipal l corporation (" City") and Principal Life Insurance Company, an Iowa Corporation (" Principal"), whose principal place of business is 711 High Street, Des Moines, Iowa 50392, is effective as of the 151day of November, 2018.

RECITALS
A. City and Principal entered into that certain Agreement for Administrative Services dated November 1, 2017 (" Agreement"), whereby Principal agreed to provide certain non - discretionaryclaims and administrativefunctionsand serviceson behalf of City as Plan Administrator for City' s employee welfare benefit plan, subject to the federal Employee Retirement Income Security Act of 1974.

B. The Agreement provided for an initial term of November 1, 2017 to November 1, 2018. andfor renewalthereafterat City'ssoleoptionfor upto threesuccessiveone-yearterms.

C. City and Principal now desire to amend the Agreement to extend the term of the Agreement until November 1, 2020, and to ratify and affirm through this Amendment the continuous and uninterrupted term of the Agreement commencing on November 1, 2017 and continuing until November I, 2020.

TERMS
I. Contract Changes. The Agreement is amended as provided herein ( additions shown in bold italics, deletions shown in st-riket h).
a. Subsection ( a) of Section 17 ( Term and Termination) of the Agreementis amendedto readin its entirety asfollows:

The initial term of this Agreement will begin on the Effective Date and continue until November 1, 2020 3-04. Thereafter, unless earlier terminatedby either Party, this Agreement may be renewed at Employer' s sole option for up to three successive one-year terms."

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Principal each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been fl l no7. 00071558488,
no written or oral modifications to the Agreement other than as provided herein. Each party representsand warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Principalrepresentsandwarrantsto City that. asof thedateof this Amendment, City is not in default of any material term of the Agreement and that there have beenno eventsthat, with the passing of time or the giving of notice, or both. would constitute a material default under the Agreement.

City represents and warrants to Principal that, as of the date of this Amendment, Principal is not in default of any material tarn of the Agreementand that there have beenno eventsthat, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

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

5. Authority. The personsexecutingthis Amendmenton behalf of thepartieshereto t
warrantthat (i) suchparty is duly organizedand existing, (ii) they are duly authorizedto execute and deliver this Amendmenton behalf of said party, (iii) by so executing this Amendment, such party is formally boundto the provisionsof this Amendment, and (iv) the enteringinto this Agreementdoesnotviolateanyprovisionof anyotheragreementtowhichsaidpartyisbound.

SIGNATURES ON FOLLOWING PAGFIJ
01007 0004l5584 88 1

IN WITNESS
dates set forth below,
I, 2018.

WHEREOF, the parties hereto have executed this Amendment on the with express intent that this Amendment shall be effective as of November Yp UNLTN(%,-
ATTE"
Donesia Gause-Aldana, City Cler
APP1b3* v=- AS TO FORM:

WYNDER, LLP
CITY:

CITY OF _ ARSON,. acorporation
Alyrt Robles, Mayor
Date: ci 1-7, 2019
G
L

TORILYNNROHDE
OommltlnlnilNumber774679Ni GOMMIWonExpires
tit+ nb., 05, 2021
PRINCIPAL:

PRINCIPAL LIFE INSURANCE COMPANY, an
Iowa Corporation
By: Iw
Name: KA1'p kohv c1tiSt; lti +
t' STitle: Vice. P, SiC44t— " Ct1't
Date: 1:2, ' 2019
By: Q ave
Name: 0,Q&A66LA
Title: VP^ Ult) v-- t- ccnu-
Date: 5942* k) --L"`" f 2019
Two corporate officer signatures required for Principal as a corporation, with one signature required from each of the followinggroups: 1) ChairmanoftheBoard, Presidentor anyVicePresiden(; and2) Secretary, anyAssistantSecretary, Chief Financial Officer or any Assistant ' Treasurer. PRINCIPAL' S SIGNA*rURES SHALL BE DULY NO'T'ARIZED,

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

3. 01007. 0004/ 558488. 1

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO PRINCIPAL AS A

CORPORATION,
01007 00041558488 1

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
A notarypublicor otherofficer completingthiscertificateverifiesonly theidentityof the individualwho signed thedocumenttowhichthiscertificateisattached, andnotthetruthfulness, accuracyorvalidityofthatdocument.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
O, 2019 before tne, d' ofsonally appcarc
Ir
rproved to me on
the ba is of satisfactory evidenceto be the • rson( s) whose names( s) is/ are subscribed to the within instrument and acknowledgedto me that he/she/they executedthe samein his/her/their authorizedcapacity(ies), and that by his/her/their signature(s) on the instrumentthe person(s), or theentity uponbehalfof which the person(s) acted, executed the instrument.

I certifyunderPENALTYOFPERJURYunderthelawsof theStateof Californiathattheforegoingparagraphis trite and correct.

WITNESS my handandofficial seal.

TORILYNNROHDE
amrnissk.n DumberT/4679
Ow iaYCctrnissionExpiresSignature: _^ Sep. Iber05, 2021

OPTIONAL
Thoughthedatabelowisnotrequiredbylaw, it mayprovevaluabletopersonsrelyingonthedocumentandcould prevent fraudulent reattachment of this form.
01007. 00041558488. 1

CAPACITY CLAINIED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER

TITLE( S) TITLE OR TYPE OF DOCUMENT

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S) NUMBER OF PAGES

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING: DATE OF DOCUMENT

NAME OF PERSON( S) OR ENTITY( IES))

SIGNER( S) OTHER THAN NAMED ABOVE
01007. 00041558488.1

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

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
Otu{
4 2019 before n xt ,
giersonaily
appeaA!
p e tb me on
the ba sof satisfactory evidenceto be the person(s) whose names(s) Wabed to clic Av tin instrument and acknowledged to me that he+sher'they executed the same in his4teritheir 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 PE=NALTY OF PERJURY under the laws of the State of California that the foregoing paragraphis true and correct.

WITNES my hand and offic. al seal_

TORI LYNN ROHDE
signature, g
r Commission Number
774679g _ .. .` My Commission Expires
uw September 05, 2021

OPTIONAL
Though the databelow 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

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))
01007- 0004- 558488. 1
DESCRIPTION OF ATTACHED DOCUa1IENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

S) OTHER THAN NAMED A

- 1 -

AMENDMENT NO. 6

TO AGREEMENT FOR ADMINISTRATIVE SERVICES
THIS AMENDMENT NO. 6 TO THE AGREEMENT FOR ADMINISTRATIVE SERVICES (“Amendment No. 6”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation (“Principal”), whose principal place of business i s 711 High Street, Des Moines, IA 50392, is effective as of the ____ day of _______, 2026. City and Principal are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Principal entered into that certain Agreement for Administrative Services dated November 1, 2017 (“Agreement”), whereby Principal agreed to provide certain non - discretionary claims and administrative functions and services on behalf of City as Pl an Administrator for City’s employee welfare benefit plan, subject to the federal Employee Retirement Income Security Act of 1974.

B. The Agreement provided for an initial term of November 1, 2017 to November 1, 2018, and for renewal thereafter at City’s sole option for up to three successive one-year terms.

C. Effective November 1, 2018, City and Principal entered into Amendment No. 1 to the Agreement to extend the term of the Agreement until November 1, 2020, while retaining the City’s three one-year options to extend the term beyond said date.

D. Effective November 1, 2020, and pursuant to Principal’s offer to the City of no change in fee for services for the period of November 1, 2020 to November 1, 2021, City and Principal entered into Amendment No. 2 to the Agreement to exercise the first of City’s three one- year options, thereby extending the term of the Agreement until November 1, 2021, with two one- year options remaining thereafter. Accordingly, City and Principal acknowledged and agreed that the existing/original fee rates pursuant to the Agr eement would remain in effect until the conclusion of the first option period (November 1, 2021), at earliest.

E. Effective November 1, 2021, and pursuant to Principal’s offer to the City of no change in fee for services for the period of November 1, 2021 to November 1, 2022, City and Principal entered into Amendment No. 3 to the Agreement to exercise the second of Ci ty’s three one-year options, thereby extending the term of the Agreement until November 1, 2022, with one one-year option remaining thereafter. Accordingly, City and Principal acknowledged and agreed that the existing/original fee rates pursuant to the Agreement would remain in effect until the conclusion of the second option period (November 1, 2022), at earliest.

F. Effective November 1, 2022, and pursuant to Principal’s offer to the City of no change in fee for services for the period of November 1, 2022 to November 1, 2023, City and Principal entered into Amendment No. 4 to the Agreement to exercise the third of City’s three one- year options, thereby extending the term of the Agreement until November 1, 2023.

- 2 -

Accordingly, City and Principal acknowledged and agreed that the existing/original fee rates pursuant to the Agreement would remain in effect (and specifically, that the fee for administrative and broker services would remain at $7.70 per employee per month [PERM]), until the conclusion of the third option period (November 1, 2023), at earliest.

G. Effective November 1, 2023, and pursuant to Principal’s offer to the City of no charge in fee for services for the period of November 1, 2023 to November 1, 2026, City and Principal entered into Amendment No. 5 to the Agreement to extend the term of the Ag reement until November 1, 2026, unless earlier terminated in accordance with applicable provisions of the Agreement. Accordingly, City and Principal acknowledged and agreed that the existing/original fee rates pursuant to the Agreement would remain in effect (and specifically, that the fee for administrative and broker services would remain at $7.70 per employee per month [PERM]), until November 1, 2026, at earliest.

H. City and Principal now desire to amend the Agreement to extend the term of the Agreement until January 1, 2027, to provide for continued services through December 31, 2026 at the existing/original fee rates pursuant to the Agreement . City and Principal now intend that the Agreement shall finally expire at the end of 2026, and that the term of the Agreement shall not be further extended beyond the end of 2026.

I. The City’s procurement of Principal’s services pursuant to the Agreement is exempt from bidding requirements of the City’s purchasing ordinance (Chapter 6 of Article 2 of the Carson Municipal Code) pursuant to Carson Municipal Code Section 2611(i)(4).

TERMS

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

2. Contract Changes. The Agreement is amended as provided herein ( strikethrough represents deleted language while bold italics represents added language).

A. Subsection (a) of Section 4 (Fee for Administrative Services) is hereby amended to read in its entirety as follows:
“a. Employer agrees to pay to Principal a monthly fee for the performance of this Agreement. The amount of the fee shall be determined annually by Principal , except that the initial monthly administrative fee , which is shown on the Fee Addendum, shall remain unchanged for a period of nine years and two months commencing on the Effective Date of this Agreement. Subject to the foregoing, Principal shall provide Employer with written notice of any change in the administrative fee amount at least 90 days prior to the change taking effect, and such changes to the administrative fee shall not take effect until notice has been provided as state d herein. Fees for services described in any Addendum to this Agreement are stated separately therein. Employer shall pay all fees to Principal in full within (45) days following the date a written statement or invoice is submitted to Employer by which Pr incipal notifies the Employer of a monthly

- 3 -

amount due. All fees shall be paid from the employer’s general assets and not with Plan assets.”
B. Subsection (a) of Section 17 (Term and Termination) of the Agreement is amended to read in its entirety as follows:
“a. The initial term of this Agreement will begin on the Effective Date and continue until January 1, 2027 November 1, 2026, unless earlier terminated by either Party pursuant to Section 17(b) or Section 17(c). There shall be no option to extend or renew the term of the Agreement beyond December 31, 2026.”

3. Continuing Effect of Agreement. Except as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and this Amendment No. 6, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 6, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and this Amendment No. 6 to the Agreement.

4. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Principal each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement , Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5 . Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and this Amendment No. 6, is currently an effective, valid, and binding obligation.

Principal represents and warrants to City that, as of the date of this Amendment No. 6, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Principal that, as of the date of this Amendment No. 6, Principal is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

5. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 6.

6. Authority. The persons executing this Amendment No. 6 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 6 on behalf of said party, (iii) by so executing this

- 4 -

Amendment No. 6, such party is formally bound to the provisions of this Amendment No. 6, and (iv) the entering into this Amendment No. 6 does not violate any provision of any other agreement to which said party is bound.

7. Counterparts. This Amendment No. 6 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 6.

[SIGNATURES ON FOLLOWING PAGE]

- 5 -

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6 on the date and year first-above written.

CITY:

CITY OF CARSON, a California 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
[brj; mav]
PRINCIPAL:

PRINCIPAL LIFE INSURANCE COMPANY, an
Iowa corporation

By:

Name:

Title:

By:

Name:

Title:

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.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

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TITLE(S)

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TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
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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.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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: _____________________________________

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SIGNER(S) OTHER THAN NAMED ABOVE

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 1, 2026, 5:00 PM
CONSENT 12. To: Honorable Mayor and City Council From: Brenda Cubillo, HR Manager HR Administration Subject: CONSIDER ADOPTION OF RESOLUTION NO. 26-079, AMENDING THE CLASSIFICATION PLAN,RESOLUTION NO. 77-111 BY APPROVING THE CLASSIFICATION TITLE CHANGE AND REVISEDCLASSIFICATION SPECIFICATION FROM SPECIAL PROJECTS MANAGER TO REAL PROPERTY SERVICESMANAGER (CITY COUNCIL) I. SUMMARY
The Human Resources and Risk Management Department, in partnership with the Community & Economic Development Department, conducted a review of the existing Special Projects Manager classification. The review determined that the current classification title and specifications no longer accurately reflects the department’s current organizational structure, operational needs, and scope of work of the position. The proposed action changes the classification title to Real Property Services Manager and revises the classification specifications to more accurately describe the position’s current responsibilities, align with industry-standard terminology, and enhance organizational clarity and credibility when working with external partners, including developers, grant agencies, and financial institutions.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 26-079, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN, RESOLUTION NO. 77-111, BY

ADOPTING THE CLASSIFICATION TITLE CHANGE AND REVISED CLASSIFICATION SPECIFICATION FROM SPECIAL PROJECTS MANAGER TO REAL PROPERTY SERVICES MANAGER".

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

IV. BACKGROUND
As part of the FY 2026-2027 adopted budget, the Community & Economic Development Department reorganized the former Special Projects Unit into the Real Property Services Division. The reorganization reflects the Division’s ongoing role as the City’s centralized resource for real property asset management, development agreements, and development-related fiscal programs. The Division name change reflects its ongoing functions and provides greater clarity regarding its role in the City’s organizational structure and its interactions with internal departments and external partners.

In conjunction with the organizational change, the Human Resources and Risk Management Department, in collaboration with the Community & Economic Development Department, conducted a comprehensive review of the existing Special Projects Manager classification. The review evaluated the position’s assigned duties and responsibilities to determine whether the current classification title and specification accurately reflect the work being performed and the operational needs of the Real Property Services Division. Based on the review, it was determined that the existing Special Projects Manager classification title no longer accurately reflects the position’s current responsibilities or the functions of the Real Property Services Division. Accordingly, staff recommends reclassifying the existing position from Special Projects Manager to Real Property Services Manager and revising the classification specification to more accurately describe the position’s current duties and responsibilities and align with industry-standard terminology.

The proposed reclassification is intended to provide greater alignment between the position’s classification and the functions it performs within the Real Property Services Division. The revised classification specification reflects responsibilities related to real property asset management, development agreements, and development-related fiscal programs, as well as the position’s role in supporting confidential property negotiations and conducting pro forma review and analysis of development-related financial information. The proposed revised classification specification is included as Exhibit 2, with a redline comparison of the current Special Projects Manager classification specification and the proposed Real Property Services Manager classification specification included as Exhibit 3.

As a result of the duties and responsibilities assigned to the position, the proposed reclassification will also change the position’s bargaining unit placement from the Carson Professional and Supervisors Association Employees (CPSA/SEIU 721) bargaining unit to the confidential American Federation of State, County, and Municipal Employees (AFSCME) Local 1017 bargaining unit. This change is based on the confidential nature of certain duties assigned to the position, including participation in and support of confidential property negotiations and the review and analysis of development-related financial information and pro forma analyses.

Consistent with the Meyers-Milias-Brown Act (MMBA), the City notified the affected bargaining units, the Carson Professional and Supervisors Association Employees (CPSA/SEIU 721) and the American Federation Of State, County, And Municipal Employees (AFSCME) Local 1017, of the proposed reclassification on June 23, 2026 and provided the unions with an opportunity to discuss any questions, concerns, or potential impacts the proposed changes may have on bargaining unit members. The parties concluded the meet-and-confer process on August 17, 2026. At the conclusion of discussions, the unions indicated they had no further questions or concerns regarding the proposed reclassification, and no additional follow-up was requested.

V. FISCAL IMPACT
There is no fiscal impact associated with the proposed action. The position is currently authorized and fully funded in the Community & Economic Development Department budget. The General Ledger account will remain unchanged, and no additional appropriations are required. This action does not create a new position or increase staffing levels.

VI. EXHIBITS

1. Resolution No. 26-079 - Classification Title Change and Revised Class Spec From Special Projects Manager To Real Property Services Manager

2. Exhibit "A" to Resolution No. 26-079 - Real Property Services Manager Classification Specification

3. Redline Comparison of current Special Projects Manager and proposed Real Property Services Manager Classification Specifications
Attachments
Resolution No. 26-079 Real Property Services Manager
Exhibit A to Reso No. 26-079 Real Property Services Manager Redline Comparison - Projects Manager and Real Property Services Manager RESOLUTION NO. 26-079

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

CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN,
RESOLUTION NO. 77-111, BY ADOPTING THE CLASSIFICATION

TITLE CHANGE AND REVISED CLASSIFICATION SPECIFICATION

FROM SPECIAL PROJECTS MANAGER TO REAL PROPERTY

SERVICES MANAGER
WHEREAS, Section 503 of the City’s Charter provides that the City Council shall determine, by ordinance or resolution, the amount and type of compensation to be paid to all City officers, department heads and employees; and

WHEREAS, The Director of Human Resources and Risk Management is authorized and directed under provisions of Sections 2797.3 of the Carson Municipal Code and Rule III. Section 1 of the City Personnel Rules to prepare and recommend position classification and compensation plans, after consultation with the department directors, which becomes effective upon approval by the City Council; and

WHEREAS, Rule III of the City of Carson Personnel Rules provides that modification to the classification plan, embodied in Resolution No. 77-111, shall be made only after the authorized Human Resources staff members consults with the affected Directors and affected recognized employee organizations; and

WHEREAS, the Human Resources and Risk Management Department, in coordination with the Community & Economic Development Department , reviewed the existing Special Projects Manager classification and determined that revisions are necessary to accurately reflect the work being performed and the operational needs of the Real Property Services Division; and

WHEREAS, the revised classification reflects responsibilities related to real property asset management, development agreements, and development -related fiscal programs, as well as the position’s role in supporting confidential property negotiations and conducting pro forma review and analysis of development-related financial information; and

WHEREAS, the proposed classification title of REAL PROPERTY SERVICES MANAGER more accurately reflects the duties and responsibilities assigned to the position; and

WHEREAS, the position is currently fully funded, and the proposed classification title change will not result in any additional fiscal impact or changes to existing budget appropriations; and

WHEREAS, the proposed classification title change will also result in a change to the position’s bargaining unit placement from the Carson Professional and Supervisors Association Employees (CPSA/SEIU 721) bargaining unit to the confidential American Federation of State, County, and Municipal Employees (AFSCME) Local 1017 bargaining unit; and

WHEREAS, the change in bargaining unit placement is based on the confidential nature of certain duties assigned to the position, including participation in and support of confidential property negotiations and the review and analysis of development-related financial information and pro forma analyses; and

WHEREAS, The Human Resources and Risk Management Department has consulted with the affected parties and has met and conferred with the representatives of the affected recognized employee organizations pursuant to its obligations under the MMBA, concerning the classification specification for the REAL PROPERTY SERVICES MANAGER.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2. The City Council hereby approves the classification title change from Special Projects Manager to REAL PROPERTY SERVICES MANAGER and approves the revised Classification Specification attached hereto as Exhibit "A." SECTION 3. There is no fiscal impact associated with this adjustment.

SECTION 4. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

SECTION 5. The City Clerk shall certify to the adoption of this resolution and deem it effective as of September 1, 2026, the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 1st day of September 2026.

Lula Davis-Holmes, Mayor

APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CARSON )

I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 25-137, was passed and approved by the City Council of the City of Carson at its meeting held on November 18, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Dr. Khaleah K. Bradshaw, City Clerk

EXHIBIT “A”
CLASS SPECIFICATION – REAL PROPERTY SERVICES MANAGER
[to be attached]

City of Carson
Class Specification
City Council Reso. No.: 26-079
Bargaining Unit: AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 1 of 4

REAL PROPERTY SERVICES MANAGER

Job Summary:

Under general direction of the Community & Economic Development Director, performs highly complex administrative, managerial, and professional duties and supervises staff responsible for the administration of the Real Property Services Division. Oversees a broad range of projects, programs, and initiatives including real property acquisition and disposition, property asset management, housing and community development programs, Community Development Block Grant (CDBG) administration, economic development initiatives, development agreements, matters pertaining to the Carson Housing Authority, Carson Successor Agency, and Carson Enhanced Infrastructure Financing District Public Financing Authority, and other special projects and programs that may have significant community, economic , financial, operational, and policy impacts on the City.

Essential Duties and Responsibilities:

These functions are representative and may not be present in all positions in the class. Management reserves the right to add, modify, change, or rescind related duties and work assignments.

1. Plans, organizes, directs, and supervises the activities and operations of the Real Property Services Division.

2. Supervises staff assigned to implement projects , programs, and initiatives that further the objectives of the Department, City Council, General Plan, Housing Element, and other City policies.

3. Oversees the acquisition, disposition, leasing, licensing, development, and asset management of City-owned real property assets and interests.

4. Oversees inventory and disposition of City, Successor Agency, and Housing Authority, and other public agency-owned properties, including compliance with the California Surplus Land Act and other applicable laws and regulations.

5. Participates in the negotiation, preparation, processing , and implementation of development agreements, public-private-partnership agreements, owner participation agreements, disposition and development agreements, purchase and sale agreements, leases, easements, rights-of-way agreements, contracts, grants, resolutions, and requests for proposals, and other related agreements and instruments.

6. Coordinates appraisal, title, escrow, surveying, environmental review, and due diligence activities associated with real property transactions and development projects.

7. Provides assistance, as requested, in the facilitation and negotiation of leases, purchase and sale agreements, development agreements, public -private-partnership agreements, and other contracts with developers, property owners, public agencies, and stakeholders.

8. Develop and implement strategies to promote reinvestment in underutilized properties, including brownfield redevelopment and environmental remediation opportunities.

9. Provide support for the implementation and enforcement of the City's Oil and Gas Code.

10. Provide general oversight of the implementation and enforcement of the Mobile Home Space Rent Control Ordinance.

11. Directs the administration, implementation, compliance, monitoring, and reporting of housing City of Carson
Class Specification
City Council Reso. No.: 26-079
Bargaining Unit: AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 2 of 4

and community development programs, including Community Development Block Grant (CDBG), affordable housing, and other federally, state, and locally funded programs, ensuring compliance with applicable laws, regulations, and funding requirements.

12. Provide staff support and administrative oversight for the Carson Housing Authority and related housing initiatives and programs.

13. Prepares and reviews staff reports for the City Council, Carson Housing Authority, Carson Successor Agency, Carson EIFD Public Financing Authority, Los Angeles County Oversight Board, and other boards, commissions, and committees as assigned.

14. Assist the Director and/or serve as staff to Carson Housing Authority, Carson EIFD Public Financing Authority, Successor Agency, and related entities.

15. Supports implementation of Successor Agency activities including property disposition, asset management, enforceable obligations, redevelopment property transactions, and related matters.

16. Participate in the preparation of the Successor Agency’s Recognized Obligation Payment Schedule (ROPS), bond -related matters, property disposition activities, and coordination with financial advisors, legal counsel, and other consultants.

17. Supports implementation and administration of Enhanced Infrastructure Financing District (EIFD) activities and other public financing mechanisms.

18. Develop and administer budgets and contracts for assigned programs, divisions, and projects ; prepare revenue projections; monitor and approve expenditures; recommend adjustments as necessary.

19. Develop new revenue -generating districts, programs, or funding mechanisms including Community Benefits, Inclusionary Housing and Commercial/ Industrial Linkage Fees, to diversify municipal funding sources.

20. Support program administration functions for Development Impact Fees, Community Facilities Districts, public financing programs, and other assigned initiatives.

21. Prepares requests for proposals for professional services, evaluates bids and products, makes recommendations for selection, evaluates and monitors quality of vendor or contract services.

22. Conduct special studies, advanced research, policy analysis, financial analysis, development feasibility analysis, fiscal impact analysis, and financial modeling, and strategic planning activities related to real property, housing, community development, economic development, redevelopment, public financing, and municipal operations.

23. Leads and coordinates developer selection processes, including requests for qualifications, requests for proposals, evaluation of development concepts, negotiation of terms, and preparation of agreements association with public-private development opportunities and City-owned real property initiatives.

24. Develops recommendations and prepares reports necessary to facilitate economic development, community investment, housing programs, real property transactions, redevelopment initiatives, and other City priorities.

25. Represents the Department and City in meetings, negotiations, and discussions with developers, property owners, business owners, consultants, governmental agencies, community organizations, and members of the public.

26. Participates in interdepartmental and intradepartmental teams, committees, boards, and tasks as required.

27. Responds to inquiries, concerns, and requests from elected officials, stakeholders, residents, business owners, and members of the public.

28. Evaluates organizational needs and recommends staffing, organizational structure, consultant support, and resource allocations necessary to accomplish Division objectives.

City of Carson
Class Specification
City Council Reso. No.: 26-079
Bargaining Unit: AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 3 of 4

29. Performs other related duties, as assigned.

QUALIFICATIONS
A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and/or Experience:

Bachelor’s degree in Business Administration, Public Administration, Real Estate, Urban Planning, Community Development, Finance, Economics, Political Science, or a closely related field; and five (5) years of progressively responsible full-time, professional experience in real property management, housing and community development, economic development, redevelopment, public administration, or a related field, including at least two (2) years of supervisory or management experience.

A Master's degree in Public Administration , Business Administration, Urban Planning, Real Estate Development, or a closely related field may be substituted for one (1) year of the required experience.

Knowledge of:

• Public sector real property acquisition, disposition, leasing, and asset management; • California surplus Land Act compliance and public agency property disposition requirements; • Housing and community development program administration; • Community Development Block Grant (CDBG) administration; • Redevelopment dissolution law, Successor Agency administration, and Housing Authority operations;
• Economic development and real estate development project management; • Development agreements, public-private partnerships, and real estate transaction processes; • Municipal finance, including EIFD’s, Community Facilities Districts, and other public financing mechanisms;
• Strategic planning, organizational leadership, and policy analysis.

Skills and/or Ability to:

• Provide strategic leadership and direction for a multidisciplinary Real Property Service division.
• Plan, manage, and evaluate real property and housing related programs. • Supervise, motivate, and evaluate the work of assigned staff and contractors. • Develop strategies and campaigns that effectively accomplish the City’s real estate and housing priorities.
• Manage program budgets and procurement processes.
• Communicate complex information clearly and effectively, both orally and in writing. • Establish and maintain cooperative working relationships with elected officials, staff, real estate partners, and the community.
• Negotiate complex real estate transactions, development agreements, public -private partnerships, and other agreements involving developers, property owners, public agencies, and stakeholders.

City of Carson
Class Specification
City Council Reso. No.: 26-079
Bargaining Unit: AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 4 of 4

• Provide executive-level recommendations and communicate complex policy, financial, and operational matters to City management and elected officials.

Licenses and Certificates:

Possession of a valid California Class C Driver License. Employees in this classification will be enrolled in the California Department of Motor Vehicles (DMV) Government Employer Pull Notice program, which confirms possession of a valid driver’s license and reflects the driving record.

Physical Requirements and Working Conditions:

Employee accommodations for physical and mental disabilities will be considered on a case-by- case basis. Positions in this class normally:

• Work is primarily performed in both office and field environments. • Requires extended use of computers and associated software. • May be required to lift up to 30 pounds.
• May require working evenings, weekends, and holidays to accomplish real property and housing assignments.
• Subject to inside and outside environmental conditions when visiting project sites. • Subject to inside and outside environmental conditions when visiting project sites. • May be required to travel within and outside City boundaries for assignments.

City of Carson
Class Specification
City Council Reso. No.: 26-XXX
Bargaining Unit: CPSA/SEIU AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 1 of 4

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REAL PROPERTY SERVICES MANAGER

Job Summary:

Essential Duties and Responsibilities:

These functions are representative and may not be present in all positions in the class. Management reserves the right to add, modify, change, or rescind related duties and work assignments.

1. Plans, organizes, directs, and supervises the activities and operations of the Real Property Services Division.

2. Supervises staff assigned to implement projects , programs, and initiatives that further the objectives of the Department, City Council, General Plan, Housing Element, and other City policies.

3. Oversees the acquisition, disposition, leasing, licensing, development, and asset management of City-owned real property assets and interests.

6. Coordinates appraisal, title, escrow, surveying, environmental review, and due diligence activities associated with real property transactions and development projects.

7. Provide assistance, as requested, in the facilitation and negotiation of leases, purchase and sale agreements, development agreements, and other contracts with developers, , property owners, public agencies, and stakeholders Provides assistance, as requested, in the facilitation and negotiation of leases, purchase and sale agreements, development agreements, public-private- partnership agreements, and other contracts with developers, property owners, public agencies, and stakeholders.

8. Develop and implement strategies to promote reinvestment in underutilized properties, including brownfield redevelopment and environmental remediation opportunities.

9. Provide support for the implementation and enforcement of the City's Oil and Gas Code.

City of Carson
Class Specification
City Council Reso. No.: 26-XXX
Bargaining Unit: CPSA/SEIU AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 2 of 4

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10. Provide general oversight of the implementation and enforcement of the Mobile Home Space Rent Control Ordinance.

11. Directs the administration, implementation, compliance, monitoring, and reporting of housing and community development programs, including Community Development Block Grant (CDBG), affordable housing, and other federally, state, and locally funded programs, ensuring compliance with applicable laws, regulations, and funding requirements.

12. Provide staff support and administrative oversight for the Carson Housing Authority and related housing initiatives and programs.

14. Assist the Director and/or serve as staff to Carson Housing Authority, Carson EIFD Public Financing Authority, Successor Agency, and related entities.

15. Supports implementation of Successor Agency activities including property disposition, asset management, enforceable obligations, redevelopment property transactions, and related matters.

17. Supports implementation and administration of Enhanced Infrastructure Financing District (EIFD) activities and other public financing mechanisms.

18. Develop and administer budgets and contracts for assigned programs, divisions, and projects ; prepare revenue projections; monitor and approve expenditures; recommend adjustments as necessary.

20. Support program administration functions for Development Impact Fees, Community Facilities Districts, public financing programs, and other assigned initiatives.

21. Prepares requests for proposals for professional services, evaluates bids and products, makes recommendations for selection, evaluates and monitors quality of vendor or contract services.

23.24. Develops recommendations and prepares reports necessary to facilitate economic development, community investment, housing programs, real property transactions, redevelopment initiatives, and other City priorities.

24.25. Represents the Department and City in meetings, negotiations, and discussions with developers, property owners, business owners, consultants, governmental agencies, community organizations, and members of the public.

25.26. Participates in interdepartmental and intradepartmental teams, committees, boards, and tasks as required.

26.27. Responds to inquiries, concerns, and requests from elected officials, stakeholders, City of Carson
Class Specification
City Council Reso. No.: 26-XXX
Bargaining Unit: CPSA/SEIU AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 3 of 4

28. Evaluates organizational needs and recommends staffing, organizational structure, consultant support, and resource allocations necessary to accomplish Division objectives.

27.29. Performs other related duties, as assigned.

QUALIFICATIONS
A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and/or Experience:

Knowledge of:

• Public sector real property acquisition and disposition Public sector real property ac quisition, disposition, leasing, and asset management;
• California surplus Land Act compliance and public agency property disposition requirements; • Housing and community development program administration; • Community Development Block Grant (CDBG) administration; • Redevelopment dissolution law, Successor Agency administration, and Housing Authority operations;
• Redevelopment/Success Agency administration;
• Economic development and real estate development project management; • Development agreement s, public-private partnerships, and real estate transaction processes ; negotiation and administration;
• Public financing programs, including EIFDs and Community Facilities Districts Municipal finance, including EIFD’s, Community Facilities Districts, and other public financing mechanisms;
• Strategic planning, organizational leadership, and policy analysis.

Skills and/or Ability to:

City of Carson
Class Specification
City Council Reso. No.: 26-XXX
Bargaining Unit: CPSA/SEIU AFSCME 1017
FLSA: Exempt

Real Property Services Manager Page 4 of 4

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• Manage program budgets and procurement processes.
• Communicate complex information clearly and effectively, both orally and in writing. • Establish and maintain cooperative working relationships with elected officials, staff, real estate partners, and the community.
• Negotiate complex real estate transactions, development agreements, public -private partnerships, and other agreements involving developers, property owners, public agencies, and stakeholders.
• Provide executive -level recommendations and communicate complex policy, financial, and operational matters to City management and elected officials.

Licenses and Certificates:

Physical Requirements and Working Conditions:

Employee accommodations for physical and mental disabilities will be considered on a case-by- case basis. Positions in this class normally:

• Work is primarily performed in both office and field environments. • Requires extended use of computers and associated software. • May be required to lift up to 30 pounds of video or broadcast equipment. • May require working evenings, weekends, and holidays to accomplish real property and housing assignments.
• Subject to inside and outside environmental conditions when visiting project sites. • Subject to inside and outside environmental conditions when visiting project sites. • May be required to travel within and outside City boundaries for assignments.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 1, 2026, 5:00 PM
CONSENT 13. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Real Property Services Subject: CONSIDER ADOPTION OF RESOLUTIONS AMENDING THE FISCAL YEAR 2026–2027 BUDGETTO ACCEPT AND APPROPRIATE ADDITIONAL EQUITABLE COMMUNITY REVITALIZATION GRANT FUNDSFROM THE CALIFORNIA DEPARTMENT OF TOXIC SUBSTANCES CONTROL FOR CONTINUEDENVIRONMENTAL SITE INVESTIGATION ACTIVITIES AT 526 WEST CARSON STREET AND 21704 SOUTHFIGUEROA STREET (CITY COUNCIL) I. SUMMARY
Staff recommends that the City Council adopt a resolution amending the Fiscal Year 2026–2027 budget to accept and appropriate additional grant funding awarded to the City of Carson through the California Department of Toxic Substances Control’s Equitable Community Revitalization Grant program.

The City previously received an Equitable Community Revitalization Grant award for environmental site investigation activities at the Housing Authority properties located at 526 West Carson Street and 21704 South Figueroa Street. On April 14, 2026, the California Department of Toxic Substances Control notified the City that its Round 2 Amendment 2 Additional Funding Request had been approved, awarding up to $375,000 in additional funding. This additional award brings the total ECRG allocation for the project to $525,000.

The additional funding will support continued eligible environmental site investigation activities and related costs at 526 West Carson Street and 21704 South Figueroa Street. This work is intended to further evaluate site conditions and support future development readiness for a potential affordable housing projects. Addressing environmental investigation and other pre-development requirements now helps position the site for development for an affordable housing project in particular, resolving these issues in advance allows a future developer to direct its resources toward constructing housing rather than toward environmental due diligence. This award funds environmental investigation activities only and does not fund site cleanup. Completing the investigation is a necessary first step toward eventual remediation; the City anticipates pursuing separate funding from the State Water Resources Control Board for cleanup activities, with an application expected to be submitted later this year under a different funding opportunity.

Because the additional grant funding was not contemplated during the City’s Fiscal Year 2026–2027 budget adoption process, a budget amendment is necessary to formally incorporate the additional funding into the City’s budget and project ledger.

II. RECOMMENDATION
TAKE the following actions:

1. WAIVE further reading and ADOPT Resolution No. 26-100, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE FISCAL YEAR 2026–2027 BUDGET TO ACCEPT AND APPROPRIATE $375,000 IN ADDITIONAL EQUITABLE COMMUNITY REVITALIZATION GRANT

FUNDS FROM THE CALIFORNIA DEPARTMENT OF TOXIC SUBSTANCES CONTROL FOR CONTINUED ENVIRONMENTAL SITE INVESTIGATION ACTIVITIES AT 526 WEST CARSON STREET AND 21704 SOUTH FIGUEROA STREET”; and,

2. AUTHORIZE the City Manager, or designee, to execute any documents, amendments, reimbursement requests, forms, certifications, or budget; and,

3. WAIVE further reading and ADOPT Resolution No. 26-101, "A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2026-27 BUDGET IN THE GENERAL FUND, SPECIAL REVENUE FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP) FUND".

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

IV. BACKGROUND
The California Department of Toxic Substances Control administers the Equitable Community Revitalization Grant program to assist communities with investigation and cleanup activities related to contaminated properties and brownfield sites. The program is intended to support environmental investigation, cleanup planning, and reuse of properties for public benefit.

The City of Carson previously received ECRG funding for site-specific environmental investigation activities at 526 West Carson Street and 21704 South Figueroa Street. These properties are being evaluated in connection with future affordable housing opportunities and related community development objectives.

On April 14, 2026, DTSC notified the City that its Round 2 Amendment 2 Additional Funding Request had been approved. The additional grant award provides up to $375,000 to reimburse eligible environmental activities and other eligible costs in accordance with the ECRG Round 2 Guidelines and the Amended and Restated Round 2 ECRG Agreement.

The original ECRG allocation was $150,000. With the approved additional funding award of $375,000, the total ECRG allocation for the project is now $525,000.

The additional funding is limited to eligible activities associated with the Site-Specific Investigation grant type.

Reimbursement requests submitted under the grant must be reviewed and approved by the assigned DTSC Portfolio Manager prior to reimbursement. The Amended and Restated Agreement requires that ECRG funds be used solely for approved ECRG tasks and that expenditures be documented consistent with the approved scope, schedule, and budget.

It is important to note that this ECRG award does not fund remediation or cleanup of the sites. Completing the environmental investigation is an important precursor to cleanup, moving the sites closer to being clean, safe, and ready for future development. The City intends to pursue separate cleanup funding through the State Water Resources Control Board, with an application anticipated later this year under a different funding opportunity.

The current amendment supports continued environmental investigation and due diligence activities at the site, including work necessary to better understand environmental conditions and advance the property toward future development readiness. This work is particularly important because the site has been identified for potential future affordable housing development and related public benefit. Completing this pre-development work is a key step in making the site development-ready, as it reduces the environmental due diligence burden a future developer would otherwise need to absorb — allowing project resources to be directed toward the construction of affordable housing rather than site investigation.

Because the additional $375,000 grant award was not included in the City’s adopted Fiscal Year 2026–2027 budget, a budget amendment is required to appropriate the additional funding into the appropriate grant fund and project ledger. Finance has confirmed that a resolution is required to adopt the additional funds into the budget.

V. FISCAL IMPACT
There is no general fund impact. The recommended action will amend the Fiscal Year 2026–2027 budget to accept and appropriate an additional $375,000 in ECRG grant funds from the California Department of Toxic Substances Control.

The funds will be appropriated to 206-70-500-100-6004-ECRG003 for eligible environmental site investigation activities and related grant costs associated with 526 West Carson Street and 21704 South Figueroa Street.

This is a reimbursable grant. Eligible expenditures must comply with the ECRG Round 2 Guidelines, the Amended and Restated ECRG Agreement, and DTSC reimbursement requirements. The City is responsible for costs that exceed the approved ECRG fund amount or that are determined to be ineligible for reimbursement.

VI. EXHIBITS

1. Resolution No. 26-100

2. Budget Resolution No. 26-101

3. DTSC ECRG Round 2 Amendment 2 Additional Funding Award Letter and Amended and Restated Agreement
Attachments
Resolution 26-100 .pdf
Budget Resolution 26-101.pdf
ECRG-2023-01842 Carson R2A2 Award Ltr_Restated Agrmnt.pdf.signed.pdf RESOLUTION NO. 26-100

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE FISCAL YEAR 2026–2027 BUDGET TO ACCEPT AND APPROPRIATE $375,000 IN ADDITIONAL EQUITABLE COMMUNITY

REVITALIZATION GRANT FUNDS FROM THE CALIFORNIA DEPARTMENT OF

TOXIC SUBSTANCES CONTROL FOR CONTINUED ENVIRONMENTAL SITE INVESTIGATION ACTIVITIES AT 526 WEST CARSON STREET AND 21704 SOUTH

FIGUEROA STREET
WHEREAS, the City of Carson previously received an Equitable Community Revitalization Grant from the California Department of Toxic Substances Control for site-specific environmental investigation activities at the Housing Authority properties located at 526 West Carson Street and 21704 South Figueroa Street; and
WHEREAS, the Equitable Community Revitalization Grant program provides financial assistance to support investigation and cleanup activities for properties impacted by hazardous substances and brownfield conditions; and
WHEREAS, the City submitted a Round 2 Amendment 2 Additional Funding Request to the California Department of Toxic Substances Control for continued environmental investigation activities at the project site; and
WHEREAS, on April 14, 2026, the California Department of Toxic Substances Control notified the City that its Round 2 Amendment 2 Additional Funding Request had been approved; and WHEREAS, the additional grant award provides up to $375,000 in additional funding to reimburse eligible environmental activities and other eligible costs in accordance with the Equitable Community Revitalization Grant Round 2 Guidelines and the Amended and Restated Round 2 ECRG Agreement; and
WHEREAS, the original ECRG allocation was $150,000, and the additional $375,000 award brings the total ECRG allocation for the project to $525,000; and WHEREAS, the additional funding is limited to eligible activities associated with the Site- Specific Investigation grant type and is intended to support continued environmental due diligence and investigation activities at 526 West Carson Street and 21704 South Figueroa Street; and
WHEREAS, the additional grant funding was not contemplated during adoption of the City’s Fiscal Year 2026–2027 budget; and
WHEREAS, the City Council desires to amend the Fiscal Year 2026–2027 budget to accept and appropriate the additional $375,000 in ECRG grant funds into the appropriate grant fund and project ledger so the City may continue eligible environmental investigation activities and seek reimbursement consistent with grant requirements.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA DOES HEREBY RESOLVE, FIND, DETERMINE, AND ORDER AS FOLLOWS:

Section 1. The City Council hereby accepts the additional $375,000 in Equitable Community Revitalization Grant funds awarded by the California Department of Toxic Substances Control for continued environmental site investigation activities at 526 West Carson Street and 21704 South Figueroa Street.

Section 2. The City Council hereby amends the Fiscal Year 2026–2027 budget to appropriate $375,000 in additional Equitable Community Revitalization Grant funds to Section 3. The City Manager, or designee, is authorized to execute any documents, amendments, reimbursement requests, forms, certifications, budget adjustments, and related actions necessary to carry out the intent of this Resolution and administer the grant funds in accordance with California Department of Toxic Substances Control requirements.

Section 4. The City Clerk shall certify to the adoption of this Resolution, and it shall be in full force and effect upon its passage and approval.

PASSED, APPROVED, and ADOPTED this 1st day of September, 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. 26-099 adopted by the City of Carson City Council at its meeting held on September 1, 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. 26-101

A RESOLUTION OF THE CITY OF CARSON CITY COUNCIL AMENDING THE FISCAL YEAR 2026-27 BUDGET IN THE GENERAL FUND, SPECIAL

REVENUE FUNDS, AND THE CAPITAL IMPROVEMENT PROGRAM (CIP) FUND
WHEREAS, the City Council adopted the Fiscal Year 2026-27 budget on June 16, 2026, for the General Fund and Special Revenue Funds of the City via Resolution No. 26-063; and

WHEREAS, the City Council desires to amend the Fiscal Year 2026-27 budget; and

WHEREAS, the City Council has determined it necessary to amend the Fiscal Year 2026-27 General Fund budget, Special Revenue Funds, and Capital Improvement Program (CIP) budget.

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

Section 1. The following amendment(s) will be made to the City’s Fiscal Year 2026-27 budget.

Account Description Increase/(Decrease)
206-99-999-999-4512-ECRG003 State Grants $375,000.00
206-70-730-101-6004-ECRG003 Professional Services $375,000.00

Section 2. The City Clerk shall certify the adoption of this resolution and shall keep a copy of this resolution attached to the Fiscal Year 2026-27 budget on file, and effective as of September 1, 2026, the same shall be in force and effect.

PASSED, APPROVED, AND ADOPTED this 1st day of September, 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. 26-101 adopted by the City of Carson City Council at its meeting held on September 1, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMEBES:

ABSENT: COUNCIL MEMBERS:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk
Printed on Recycled Paper

SENT VIA ELECTRONIC MAIL
April 14, 2026
D
avid Roberts
701 East Carson Street
Carson, California 90745
[email protected]
IMMEDIATE ACTION REQUIRED FOR ROUND 2 AMENDMENT 2 ADDITIONAL FUNDING REQUEST APPROVAL: ECRG-2023-01842 – CITY OF CARSON – 526 WEST CARSON STREET & 21704 SOUT H FIGUEROA STREET – CARSON,

CALIFORNIA
Dear David Roberts:

On behalf of the Department of Toxic Substance Control’s (DTSC)’s Office of Brownfields, we are pleased to inform you that the City of Carson, 526 West Carson Street & 21704 South Figueroa Street Round 2 Amendment 2 Additional Funding Equitable Community Revitalization Grant (ECRG) Amendment Request (ADDITIONAL FUNDING AMENDMENT REQUEST) has been approved. Congratulations! This additional grant award is for up to $375,000.00 to reimburse eligible environmental activities and other eligible costs according to the requirements of the ECRG Round 2 Guidelines. The additional funding will be available in May 2026. The original Round 2 allocation and the additional grant award bring the total ECRG allocation to $525,000.00.

This award applies only to eligible activities associated with the Site-specific Investigation grant type and is not an approval of the budget in the ADDITIONAL FUNDING AMENDMENT REQUEST. Upon execution of the Amended and Restated Round 2 ECRG Agreement (RESTATED AGREEMENT), each reimbursement request will require approval prior to reimbursement by the assigned DTSC Portfolio Manager.

Agreement Signature
The attached RESTATED AGREEMENT must be signed within 1 week of receipt. The ADDITIONAL FUNDING AMENDMENT REQUEST will be considered withdrawn if the RESTATED AGREEMENT is not signed by April 21, 2026.

Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Version 1: March 11, 2026
David Roberts
April 14, 2026

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Congratulations once again on receiving this award. ECRG represents an important opportunity to address historic environmental inequities while revitalizing land for public benefit. The competition for Round 2 Additional Funding was strong, and your success reflects your commitment to creating healthier spaces and advancing social justice in your community.

If you have any questions or concerns, please contact [email protected].

Sincerely,
M
aryam Tasnif-Abbasi
Brownfield Development Manager
Office of Brownfields
Site Mitigation and Restoration Program
E
nclosure (1) – Amended and Restated Round 2 Equitable Community Revitalization Grant Agreement (RESTATED AGREEMENT)
Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F

Printed on Recycled Paper

Site Name Site Address
526 West
Carson
Street &
21704
South
Figueroa
Street
526 W. Carson Street,
Carson, California

Grantee/Applicant: City of Carson
Name: David Roberts
Organization: City of Carson
Address: 701 East Carson Street,
Carson, California 90745
Grant No. ECRG-2023-01842
Amended and Restated Round 2
Equitable Community Revitalization Grant
Agreement (RESTATED AGREEMENT)

Modifications to the original Equitable Community Revitalization Grant (ECRG) Agreement (AGREEMENT), including any amendments, entered into by and between City of Carson (GRANTEE) and the Department of Toxic Substances Control (DTSC) (together the PARTIES), are documented in this Amended and Restated Round 2 ECRG Agreement (RESTATED AGREEMENT). The original Round 2 allocation plus the additional grant award bring the total ECRG allocation to $525,000.00 (ECRG FUND AMOUNT).

1.1 Purpose. The purpose of this RESTATED AGREEMENT is to amend and restate the AGREEMENT, including any amendments. This RESTATED AGREEMENT supersedes and replaces the prior AGREEMENT, including any amendments.

1.2 Background. The AGREEMENT was executed between the PARTIES on March 29, 2024 to finance all or a portion of the Site-specific Investigation activities for the certain property, or group of properties, located at 526 W. Carson Street, Carson, California (Site).

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An ECRG Round 2 Amendment (AMENDMENT 1) for a Time Extension to the AGREEMENT was executed on November 16, 2025 to extend the term to October 7, 2027.

1.3 Representative Authority. Each undersigned representative of the PARTIES to this RESTATED AGREEMENT certifies that they are fully authorized to enter into the terms and conditions and to execute and legally bind the PARTIES to this RESTATED AGREEMENT.

RECITALS

WHEREAS,
A. Senate Bill 158 (2021) authorizes DTSC to implement a new grant program to investigate and clean up contaminated properties in communities overburdened by pollution.

B. Pursuant to Senate Bill 158, DTSC established the ECRG, which provides financial assistance to communities via reimbursable grants to investigate and clean up brownfields through a competitive process.

C. GRANTEE has submitted the Original ECRG Application to DTSC for an ECRG in connection with certain property, or group of properties, commonly known as 526 West Carson Street & 21704 South Figueroa Street (Site). The Site is depicted in the Boundary Map of ECRG Funded Area in Exhibit B of this RESTATED AGREEMENT.

D. The entirety of the completed and signed Original ECRG Application is incorporated by reference as if fully set forth herein.

E. GRANTEE has provided documentation indicating that GRANTEE has written
authorization from the Site Owner(s) for GRANTEE to access the Site(s) for the purposes of conducting ECRG Tasks over the grant term of the RESTATED AGREEMENT.

F. GRANTEE is a governmental agency, tribe, or 501(c)(3) non-profit organization under the rules of the U.S. Internal Revenue Service.

G. The CalEnviroScreen (CES) 4.0 Score for the Site is 91. GRANTEE has identified 100% Supportive housing as the primary Proposed Reuse.

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H. GRANTEE is willing to undertake the Proposed Reuse and requests DTSC provide ECRG funding for: Site-specific Investigation activities up to the ECRG FUND AMOUNT of $525,000.00.

I. As part of the Original ECRG Application, GRANTEE prepared a Scope, Schedule, and Budget Table (Exhibit C.1 of this RESTATED AGREEMENT).

As part of AMENDMENT 1, GRANTEE prepared a Quarterly Expenditure Plan (QEP) (Exhibit C.2 of this RESTATED AGREEMENT) which revised the Scope, Schedule, and Budget Table. As part of the Round 2 Amendment 2 Additional Funding ECRG Amendment Request (ADDITIONAL FUNDING AMENDMENT REQUEST), GRANTEE prepared a Revised QEP (Exhibit C.3 of this RESTATED AGREEMENT) outlining budget detail and activities planned through October 07, 2027.

J. GRANTEE provided a link to the DTSC voluntary agreement or an “ECRG Project Suitability Letter.”
K. DTSC determined that the ADDITIONAL FUNDING AMENDMENT REQUEST is complete and that GRANTEE and the Site(s) meet the eligibility requirements to receive ECRG funding.

NOW, THEREFORE, in consideration of the terms, conditions, recitals, and covenants contained herein, the PARTIES agree as follows:

I. The term of this RESTATED AGREEMENT shall end on October 07, 2027, unless DTSC extends this RESTATED AGREEMENT in writing.

II. DTSC will allocate an additional $375,000.00 to GRANTEE to complete the ECRG Tasks within the specified funding period. The total allocation shall not exceed the ECRG FUND AMOUNT of $525,000.00. Failure to achieve the proposed outcome in Exhibits A and C of this RESTATED AGREEMENT may result in termination in accordance with Section 17 Noncompliance and Termination.

Description Amount
Original ECRG Agreement
Allocation
$150,000.00
RESTATED AGREEMENT New
Requested Amount
$375,000.00
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ECRG FUND AMOUNT (Total of
Original ECRG Agreement
Allocation Plus RESTATED
AGREEMENT Additional Funding
Amount)
$525,000.00

III. The following Exhibits are all attached hereto, and collectively referred to as Exhibit C of this RESTATED AGREEMENT and incorporated by reference as if fully set forth herein:
o C.1: Scope, Schedule, and Budget Table – Original ECRG Application o C.2: QEP – Round 2 ECRG Amendment 1 Request for Time Extension o C.3: Revised QEP – ADDITIONAL FUNDING AMENDMENT REQUEST GRANTEE agrees to conduct all work funded by ECRG in accordance with these documents, including any future modifications, amendments, or addenda subsequently approved by DTSC or the regulatory oversight agency, as documented in writing.

IV. GRANTEE will carry out the ECRG Tasks in accordance with all applicable State and local laws.

1. FUND CONDITIONS

1.1 GRANTEE understands and agrees that all ECRG funds DTSC provides via the reimbursement process, shall be used solely for the ECRG Tasks to address hazardous substances within the Site as depicted in Exhibit B of this RESTATED AGREEMENT.

1.2 GRANTEE further understands and agrees that the receipt of any ECRG funds and all work performed on the Site(s) using ECRG funds are conditioned upon GRANTEE’s full compliance with this RESTATED AGREEMENT and Regulatory Oversight Agency requirements, if applicable.

1.3 GRANTEE agrees to document all expenditures of ECRG funds within the documents listed in Exhibit C of this RESTATED AGREEMENT for the completion of approved ECRG Tasks as directed by DTSC or other environmental oversight agency. Any unused portions of the ECRG funds shall be promptly returned to DTSC.

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1.4 GRANTEE shall not exceed any of the costs shown in Exhibit C of this RESTATED AGREEMENT. GRANTEE is responsible for any cost of ECRG Tasks that exceed the ECRG FUND AMOUNT.

1.5 DTSC will disburse the approved amount to GRANTEE, subject to the availability of funds through normal DTSC reimbursement processes.

Notwithstanding any other provision of this RESTATED AGREEMENT, no disbursement shall be required at any time or in any manner which is or likely to be in violation of, or in conflict with, Federal or State laws, rules, or regulations.

1.6 In case of fraud, false or misleading statements in connection with the ECRG funding, DTSC’s obligation to provide funding shall promptly cease and GRANTEE must repay all disbursed ECRG funding, in addition to any other remedies available to DTSC.

1.7 GRANTEE’S Original ECRG Application, Round 2 ECRG Amendment 1 Request for Time Extension, ADDITIONAL FUNDING AMENDMENT REQUEST, and the Environmental Regulatory Oversight Agreement are incorporated by reference as if fully set forth herein. GRANTEE agrees to conduct all work funded by the ECRG in accordance with these documents, including any future modifications, amendments, or addenda subsequently approved by DTSC or the Environmental Regulatory Oversight Agency.

1.8 In the event that information in the ADDITIONAL FUNDING AMENDMENT REQUEST conflicts with the Round 2 ECRG Guidelines or this RESTATED AGREEMENT, the Round 2 ECRG Guidelines and/or RESTATED
AGREEMENT will control.

2. CONTRACTING

2.1 If GRANTEE contracts for services to be reimbursed by ECRG, those contracts shall generally be procured through a competitive process.

GRANTEE shall make available to DTSC, upon request, records of procurement to demonstrate that contract pricing represents reasonable market rates.

2.2 GRANTEE will undertake good faith efforts to contract for services and supplies with qualified Small Business Enterprises (SBEs), Disabled Veteran Enterprises (DVEs), and other disadvantaged and underrepresented group owned business enterprises.

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3. COMMUNITY BENEFIT COMMITMENTS

3.1 GRANTEE agrees to promote equitable development through community benefit commitments.

3.2 GRANTEE shall implement, track, and report on the status of the community benefit commitments included in Exhibit D of this RESTATED AGREEMENT.

3.3 GRANTEE made measurable and quantifiable Equitable Development Community Benefit Commitments from the Original ECRG Application, attached hereto as Exhibit D of this RESTATED AGREEMENT.

4. SITE ACCESS

4.1 GRANTEE shall ensure DTSC's employees, contractors, and consultants have access to the Site(s) at all reasonable times for the duration of this RESTATED AGREEMENT.

4.2 Nothing in this RESTATED AGREEMENT is intended or shall be construed to limit in any way the right of entry or inspection that DTSC or any other agency may otherwise have by operation of law.

4.3 GRANTEE shall allow DTSC to take photographs of the Site(s), including activities at the Site(s), whenever DTSC accesses the Site(s) pursuant to this RESTATED AGREEMENT.

4.4 GRANTEE gives permission to DTSC to use the photos in DTSC’s possession for outreach purposes.

4.5 If the Site(s) is not owned by the GRANTEE, GRANTEE agrees to provide regular updates to the Site Owner(s) about the activities occurring on the Site(s) and any potential changes to the Proposed Reuse of the Site(s) when the changes become known to GRANTEE as necessary for the Site(s). a. GRANTEE confirms and certifies that GRANTEE has full legal rights from the Site Owner(s) and other relevant parties to pursue the activities occurring on the Site.
b. GRANTEE shall hold harmless and indemnify the State and DTSC from any claims and demands arising therefrom pursuant to Section 20 (Indemnification).
c. GRANTEE certifies that GRANTEE provided the Site Owner(s) with environmental oversight information and the Proposed Reuse Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Amended and Restated Equitable Community Revitalization Grant Agreement David Roberts

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information prior to Original ECRG Application submittal and continues to update the Site Owner(s) throughout the grant term. GRANTEE certifies that all information provided to the Site Owner(s) was accurate, not misleading, and consistent with the information provided to DTSC.
d. GRANTEE certifies that the Site Owner(s) signed the access agreement voluntarily after receiving all necessary and relevant information regarding the activities to be performed pursuant to this RESTATED AGREEMENT.

5. COMMUNITY ENGAGEMENT

5.1 GRANTEE will implement community engagement in a timely manner.

5.2 GRANTEE shall provide regular reporting updates on community engagement in the ECRG Quarterly Reports.

5.3 Upon request by DTSC, GRANTEE shall provide DTSC with copies of all community engagement activity related documents.

6. INVOICES

6.1 GRANTEE shall submit Reimbursement Requests (for completed eligible and approved ECRG Tasks) for reimbursement in batches through the DTSC’s Application/Grant Portal (Fluxx).

6.2 GRANTEE may only submit invoices for ECRG Tasks that have been completed.

6.3 DTSC does not require that the GRANTEE pay the invoices in order to submit to DTSC for reimbursement.

6.4 Packages shall be submitted immediately whereupon the total $15,000 minimum per package/batch is reached (unless otherwise directed by DTSC), with the exception of the Final Reimbursement Request.

Reimbursement Requests must contain all information requested by DTSC, including at least the information in substance and form as contained in the ECRG Reimbursement Request Cover Page posted on the DTSC website:
https://dtsc.ca.gov/ecrg-grantee-resources/ under the Financial Resources section header. GRANTEE agrees to comply with any future modifications or amendments to the requirements for reimbursement requests, as directed by Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Amended and Restated Equitable Community Revitalization Grant Agreement David Roberts

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DTSC. The invoices shall list specific ECRG Activities, Budget, and Tasks consistent with Exhibit C of this RESTATED AGREEMENT.

6.5 The Final Reimbursement Request may be submitted upon completion of ECRG Tasks, when no more costs will be incurred, but no later than December 06, 2027, or as otherwise directed by DTSC.

6.6 GRANTEE will follow the ECRG Reimbursement Request Checklist available on Fluxx.

6.7 GRANTEE’s reimbursement requests for ECRG project management costs, if approved, should also be presented to DTSC as an invoice.

6.8 Reimbursement requests shall include invoices supporting ECRG Tasks specified in Exhibit C of this RESTATED AGREEMENT.

6.9 If the reimbursement request does not meet the specifications of the Round 2 ECRG Guidelines, the reimbursement request will not be approved for reimbursement.

6.10 DTSC retains all rights to determine whether any reimbursement request will be approved for reimbursement, including, but not limited to, whether reimbursement requests meet the requirements of the Round 2 ECRG Guidelines Sections 2.7, 2.8, and Appendix G.

6.11 If GRANTEE does not request reimbursement within one hundred and eighty (180) days of the execution date of this RESTATED AGREEMENT, this RESTATED AGREEMENT may be subject to termination following the noncompliance requirements of this RESTATED AGREEMENT.

6.12 GRANTEE must ensure that the costs DTSC reimburses through ECRG are not reimbursed by another source of public funding (e.g., DTSC’s Revolving Loan Fund Program, Site Cleanup Subaccount Program, USEPA Brownfield Grants, etc.).

7. REPORTING

7.1 GRANTEE must submit ECRG Quarterly Reports on or before January 31, April 30, July 31, and October 30 within the funding period of this RESTATED AGREEMENT, unless otherwise directed by DTSC.

7.2 ECRG Quarterly Reports must follow the format DTSC provides, which may generally include ECRG Task status and progress toward the Proposed Reuse, any hurdles that may affect the ECRG Tasks or the Proposed Reuse, Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Amended and Restated Equitable Community Revitalization Grant Agreement David Roberts

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expended ECRG funds for the quarter, amount of ECRG funds that are anticipated to be requested for reimbursement in the next quarter, and California Air Resources Board Greenhouse Gas Revolving Fund reporting requirements.

7.3 All ECRG Tasks performed pursuant to this RESTATED AGREEMENT and with ECRG funds shall be performed in a manner that meets or exceeds industry standards.

7.4 GRANTEE shall provide regular reporting updates on community engagement in the ECRG Quarterly Reports.

7.5 GRANTEE shall provide regular reporting updates on community benefit commitments in the ECRG Quarterly Reports until the community benefit commitments are considered complete.

8. PERMITS AND LICENSES

8.1 GRANTEE, at its sole cost and expense, and from sources other than the ECRG funds, shall be responsible for obtaining all professional, and equipment qualifications necessary to be qualified to perform this work under federal, State, and local law, including permits, licenses, approvals, certifications, and inspections.

8.2 GRANTEE shall ensure that all such qualifications are maintained in good standing during the funding period of this RESTATED AGREEMENT.

8.3 GRANTEE represents that none of the contractors or subcontractors undertaking the ECRG Tasks is currently suspended, debarred, or otherwise declared ineligible to receive proceeds of ECRG funds.

9. PREVAILING WAGES

9.1 GRANTEE must carry out ECRG Tasks in accordance with State public works project requirements, including prevailing wages, for all applicable contracts and subcontracts and costs pursuant to California Labor Code Section 1720 et seq.

10. EQUAL EMPLOYMENT

10.1 GRANTEE shall comply with all State and Federal Equal Employment Opportunity laws.

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11. ADA COMPLIANCE

11.1 GRANTEE will assure the State that it complies with the American with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. § 12101 et seq.).

12. GRANT CLOSEOUT

12.1 GRANTEE shall provide a Grant Closeout Notice on or before October 07, 2027.

12.2 By December 6, 2027, GRANTEE shall submit a closeout report, in the format DTSC provides, to summarize all actions taken, the resources committed, and any significant problems completing the ECRG Tasks. a. The closeout report shall document that the ECRG Tasks were performed in accordance with this RESTATED AGREEMENT and the Regulatory Oversight Agreement, if applicable.
b. Closeout report shall include “before” and “after” photos of the Site(s). c. GRANTEE gives permission to DTSC to use the photos in DTSC’s possession for outreach purposes.

12.3 GRANTEE shall submit a Reuse and Grant Commitments progress update to DTSC bi-annually in April and October of each year until the reuse and commitments are fulfilled, or as otherwise directed by DTSC. The report shall describe the Site(s)’s new use, document performance of the community benefit commitments and include “before” and “after” photos of the Site(s).

13. CHANGE IN SITES

13.1 For Site-Specific Investigation or Site-Specific Cleanup Grants, site change requests are not allowable.

13.2 For Community-Wide Assessment Grants, GRANTEE may request site change or site addition, subject to DTSC approval. Site change requests will only be considered for ECRG-eligible sites located in an area with similar or higher CES 4.0 scores.

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14. CHANGE IN OWNERSHIP

14.1 Any change in ownership of the Site for Site-specific Investigation or Site- specific Cleanup Grants will result in termination of the ECRG unless all of the following requirements are met:
a. ECRG Tasks and commitments are substantively unchanged and GRANTEE obtains DTSC’s prior written approval of any non- substantive changes.
b. GRANTEE shall notify DTSC in writing sixty (60) days prior to change in ownership and provide to DTSC all information regarding the potential new owner required in the Round 2 ECRG Guidelines and the Original ECRG Application, including an updated Owner Attestation Form.
c. DTSC will issue a conditional determination that the new owner (which may be the GRANTEE or a subsidiary or affiliated organization) appears to meet all ECRG eligibility criteria and requirements per the Round 2 ECRG Guidelines and Original ECRG Application, including an updated Owner Attestation Form, or DTSC will issue a denial based on non-compliance with eligibility criteria.
d. GRANTEE provides a change in ownership notification in writing to DTSC within ten (10) days of new owner taking title along with:
i. A copy of the new Site Owner’s Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) defense documentation.
ii. A signed access agreement between GRANTEE and new Site Owner (if GRANTEE is not the new owner), as required by the Round 2 ECRG Guidelines.
e. DTSC issues a final written determination of continued eligibility and compliance to the GRANTEE verifying eligibility and ECRG continuance.

15. NOTIFICATIONS

15.1 All notices, requests, instructions, or other documents to be provided hereunder to either party by the other shall be in writing and addressed to the following contacts.

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To DTSC:

DTSC ECRG Grant Contact
Title: Brownfield Development Data Analyst
Address: 5796 Corporate Avenue, Cypress, California, 90630 Email: [email protected]

To GRANTEE:

GRANTEE ECRG Project Manager
Name: James Nguyen
Organization: City of Carson
Email: [email protected]

15.2 If GRANTEE changes their ECRG Project Manager or Signatory identified in the Original ECRG Application, it shall notify DTSC in writing five (5) days prior to the change.

16. WAIVER

16.1 Any forbearance DTSC issues with respect to any provision in this RESTATED AGREEMENT shall in no way constitute DTSC’s waiver of any rights or privileges granted hereunder.

16.2 No failure to exercise any power or right provided hereunder, or to insist on strict compliance with its obligations hereunder, shall constitute a waiver of right to DTSC’s demand, at any time, of exact compliance with the terms hereof.

17. NONCOMPLIANCE AND TERMINATION

17.1 In the event GRANTEE fails to comply with any term, condition, or obligation of this RESTATED AGREEMENT, GRANTEE shall be deemed in
noncompliance of this RESTATED AGREEMENT. Events by which GRANTEE shall be deemed to be in noncompliance include, but are not limited to, the following:

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a. GRANTEE fails to timely respond, no later than sixty (60) days, to DTSC requests made in connection with this RESTATED
AGREEMENT or ECRG funding.
b. GRANTEE fails to timely respond, no later than sixty (60) days, to the Regulatory Oversight Agency for the Site(s), if applicable. c. GRANTEE makes or submits any fraudulent, false or misleading warranty, representation, statement or material in, or in connection with, this RESTATED AGREEMENT, Original ECRG Application, Round 2 ECRG Amendment 1 Request for Time Extension, or ADDITIONAL FUNDING AMENDMENT REQUEST.
d. GRANTEE fails to provide complete or timely ECRG Quarterly Reports or related documentation.
e. GRANTEE makes changes to the Proposed Reuse without prior review and written approval by DTSC or that cause the Site(s) to no longer meet eligibility criteria for ECRG funding.
f. GRANTEE fails to complete the ECRG Tasks within the funding period required by this RESTATED AGREEMENT.
g. GRANTEE fails to provide notification of change in Site ownership without the required notification in Section 14, and fails to obtain advance written DTSC approval for continued ECRG eligibility. h. GRANTEE fails to inform DTSC of any current conflicts of interest in accordance with Section 32, or fails to inform DTSC that a conflict of interest has arisen within seven (7) calendar days of GRANTEE learning of the conflict of interest.
i. GRANTEE fails to submit the first reimbursement request within one hundred and eighty (180) days of the date of this RESTATED AGREEMENT.
j. GRANTEE is unable to meet and fully comply with the terms of this RESTATED AGREEMENT, Original ECRG Application, Round 2
ECRG Amendment 1 Request for Time Extension, or ADDITIONAL FUNDING AMENDMENT REQUEST.
k. GRANTEE fails to cooperate with DTSC requests in connection with ECRG funding.

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l. GRANTEE fails to meet the commitments of the approved QEP listed in Exhibit C of this RESTATED AGREEMENT.

17.2 In the event that GRANTEE fails to comply with the terms of this RESTATED AGREEMENT, Original ECRG Application, Round 2 ECRG Amendment 1 Request for Time Extension, or ADDITIONAL FUNDING AMENDMENT REQUEST, DTSC shall provide written Notice of Noncompliance to GRANTEE. a. The Notice of Noncompliance shall provide a reasonable time for GRANTEE to respond, not less than ten (10) calendar days from the date of the notice. GRANTEE will cure or request an extension no less than sixty (60) days from Notice of Noncompliance. b. If GRANTEE fails to cure the noncompliance to the satisfaction of DTSC within the time period prescribed in the Notice of Noncompliance, DTSC may terminate this RESTATED AGREEMENT and pursue any remedies available at law or in equity, including reimbursement of the funds DTSC has provided GRANTEE.

17.3 If GRANTEE is in noncompliance, DTSC may immediately withhold from GRANTEE all or any portion of ECRG funding until such time the noncompliance is cured pursuant to this RESTATED AGREEMENT.

18. RECORD RETENTION, INSPECTION, AND DISCLOSURE

18.1 Within ten (10) days of request by DTSC, GRANTEE shall provide DTSC with copies of Proposed Reuse plans to DTSC’s ECRG Grant Contact.

18.2 Within ten (10) days of request by DTSC, GRANTEE shall provide DTSC with any documents or correspondence provided to the Regulatory Oversight Agency, if applicable.

18.3 GRANTEE shall ensure Regulatory Oversight Agency has the necessary documents to keep any applicable electronic data management system (e.g., EnviroStor or GeoTracker) up to date and in compliance with all electronic reporting requirements, if applicable.

18.4 GRANTEE agrees to maintain financial and programmatic records pertaining to all matters relative to this RESTATED AGREEMENT and in accordance with generally accepted accounting principles and procedures.

18.5 All such financial records, programmatic records, and supporting documents shall be made available, upon request, during or after the conclusion of the Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Amended and Restated Equitable Community Revitalization Grant Agreement David Roberts

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term of this RESTATED AGREEMENT for inspection or audit by DTSC, Bureau of State Audits, or their designated representatives. GRANTEE shall retain all its records and supporting documentation applicable to this RESTATED AGREEMENT for a period of five (5) years, after completion of ECRG Tasks, except records that are subject to audit findings, which shall be retained an additional three (3) years after such findings have been resolved, if three (3) years would extend retention past the initial five-year period.

18.6 GRANTEE agrees to fully cooperate with the audit and permit DTSC, Bureau of State Audits, or their designated representative to have access to its staff, inspect and/or audit its accounts, records, books, or other materials relative to this ECRG at any time during normal business hours and under reasonable circumstances and to copy therefrom any information that DTSC deems relevant to this RESTATED AGREEMENT. DTSC shall provide written notice to GRANTEE prior to implementing this provision (unless criminal activities are suspected). GRANTEE agrees to deliver the records or have the records delivered to DTSC, Bureau of State Audits, or their designated representative at an address designated by such party.

18.7 Upon request by DTSC, GRANTEE shall provide DTSC, its contractors and consultants, with copies of photographs GRANTEE has in its possession of the Site(s) and activities at the Site(s), as well as copies of drawings GRANTEE has in its possession in connection with the Proposed Reuse plans for the Site(s). GRANTEE grants DTSC the right to distribute, transmit, publish, or copy, in any medium, either in whole or in part, the photographs or drawings DTSC obtains pursuant to this RESTATED AGREEMENT for any use, including, but not limited to, project documentation, public outreach, web and social media content, and marketing materials. This subsection does not apply to photos or drawings that contain confidential business information.

18.8 GRANTEE grants DTSC, its contractors and consultants, the right to distribute, transmit, publish, or copy, in any medium, either in whole or in part, narratives, descriptions, and any other information provided to DTSC by GRANTEE pursuant to or in connection with this RESTATED AGREEMENT, Original ECRG Application, Round 2 ECRG Amendment 1 Request for Time Extension, and/or ADDITIONAL FUNDING AMENDMENT REQUEST for any use, including, but not limited to, public outreach, web and social media content, and marketing materials. This subsection does not apply to confidential business information.

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18.9 To the extent GRANTEE submits information to DTSC, its contractors and consultants, under this RESTATED AGREEMENT that it asserts is confidential business information, GRANTEE shall clearly mark the information and document as confidential business information.

18.10 GRANTEE agrees that all data, plans, drawings, specifications, reports, computer programs, operating manuals, notes and other written or graphic work produced in the performance of this RESTATED AGREEMENT, Original ECRG Application, Round 2 ECRG Amendment 1 Request for Time Extension, and/or ADDITIONAL FUNDING AMENDMENT REQUEST shall be in the public domain to the extent to which release of such materials is required under the California Public Records Act (Government Code section 6250 et seq.), the Information Practices Act (Civil Code section 1798 et seq.), and Government Code sections 11015.5 and 11019.9.

19. NON-DISCRIMINATION

19.1 During the performance of ECRG, GRANTEE, its contractors, and subcontractors will comply with Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §11135-11139.5) prohibiting discrimination based on sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation.

19.2 In compliance with Government Code section 11135, and if GRANTEE is a public entity, in compliance with Government Code sections 7290 et seq., GRANTEE agrees to make language assistance available free of charge to individuals with communication disabilities or limited proficiency in English, including interpreter services and written information in the prevalent languages in the community, in conducting public outreach and community engagement related to the ECRG Tasks.

19.3 GRANTEE shall comply with Title VI of the Civil Rights Act.

20. INDEMNIFICATION

20.1 GRANTEE agrees to protect, indemnify, defend and hold harmless, the State and DTSC, their officers, administrators, agents, contractors, consultants, and employees from, or against any and all claims, demands, suits, losses, damages, judgments, costs and expenses, whether direct, indirect or consequential and including, but not limited to, all fees, expenses and charges of attorneys and other professionals, court costs, and other fees and expenses, arising out of or in connection with the performance of any work or Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Amended and Restated Equitable Community Revitalization Grant Agreement David Roberts

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any GRANTEE responsibility or obligation as provided herein and caused in whole or in part by any act, error, omission, or negligence of GRANTEE or its agents, servants, contractors, employees, assigns, or the Site Owner(s).

21. ASSIGNMENT

21.1 GRANTEE shall not assign or attempt to assign directly nor indirectly, any of its rights under this RESTATED AGREEMENT (including the ECRG funds) or under any instrument referred to herein without DTSC’s prior written consent.

21.2 Prior written consent will not be granted except in extremely limited circumstances to protect public health and the environment, at DTSC’s sole discretion.

22. NO THIRD-PARTY RIGHTS

22.1 This RESTATED AGREEMENT is not intended to create or vest any rights in any third party, nor to create any third-party beneficiaries.

23. NO ORAL MODIFICATION

23.1 The terms of this RESTATED AGREEMENT may not be amended except in writing, signed by all the PARTIES hereto.

24. NONCOMPLIANCE STATUS

24.1 Under the laws of the State of California, GRANTEE shall not be:
a. In violation of any order or resolution not subject to review promulgated by the California Air Resources Board or an air pollution control district; b. Subject to cease-and-desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or
c. Out of compliance with any applicable laws, ordinances, regulations, orders, and permits.

25. AFFIRMATION

25.1 The GRANTEE affirms that GRANTEE did not cause nor contribute to the release or threatened release of a hazardous substance at the Site(s) and GRANTEE has a CERCLA (42 U.S.C. Code section 9601 et. seq.) defense against liability for any previous contamination at the Site(s).

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26. SEVERABILITY

26.1 If any provision of this RESTATED AGREEMENT shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired by such holding.

27. SURVIVAL

27.1 The obligations of GRANTEE under Sections 3, 6.5, 7.5, 12, 17, 18, 20, 30, and 31 shall survive the expiration or termination of this RESTATED AGREEMENT for any reason.

28. COUNTERPARTS

28.1 This RESTATED AGREEMENT may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute the same instrument.

29. BUDGET CONTINGENCY

29.1 GRANTEE agrees that DTSC’s obligations under this RESTATED AGREEMENT are contingent upon the availability of funds for ECRG. If funding for any fiscal year is reduced or deleted by the Budget Act, or if funds for the program are for any other reason reduced or not available, DTSC shall have no liability to provide any funds to GRANTEE and may opt to either cancel the RESTATED AGREEMENT with no liability occurring to DTSC or offer an amendment to GRANTEE to reflect the reduced amount.

30. DISPUTES

30.1 Except as otherwise provided, if the GRANTEE disputes a DTSC decision regarding reimbursement of an invoice or other issue for which DTSC is authorized by the RESTATED AGREEMENT to make a binding decision, the GRANTEE shall provide written dispute notice to DTSC within fifteen (15) calendar days after the date of receipt of the decision. The written dispute notice required shall contain the following information:
a. Decision under dispute;
b. Reason the GRANTEE believes the decision of DTSC is in error; c. Identification of all documents and substance of all oral communication which support the GRANTEE’s position; and
d. Dollar amount in dispute (if known)
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DTSC shall issue a dispute decision, in writing, within sixty (60) calendar days of receipt of the dispute notice. DTSC’s decision shall contain a statement of the decision with brief supporting rationale. A copy of this decision shall be sent to the GRANTEE in accordance with Section 15, Notifications.

31. GOVERNING LAW AND VENUE

31.1 This RESTATED AGREEMENT is governed by and shall be interpreted in accordance with the laws of the State of California, including its statutes of limitations, without giving effect to any choice of law or conflict of laws rules or provisions whether of the State of California or any other jurisdiction. DTSC and GRANTEE agree that any claim or cause of action arising under or in relation to the RESTATED AGREEMENT must be filed and maintained in the Superior Court in and for the County of Sacramento, California, or in the United States District Court in and for the Eastern District of California. The PARTIES waive, to the fullest extent they may legally and effectively do so, any objection to the forum and venue required herein, including any defense of lack of personal jurisdiction or an inconvenient forum.

31.2 If GRANTEE does not have a registered agent for service of process in California, GRANTEE agrees to accept service of process at the address provided in Section 15, Notifications, and hereby waives all rights to challenge service of process at that address for any claim or cause of action arising under or in relation to the RESTATED AGREEMENT.

32. CONFLICTS OF INTEREST

32.1 GRANTEE agrees to avoid conflicts of interest and to prohibit individual directors, officers, trustees, or managing members from using their positions for a purpose that constitutes or presents the appearance of a conflict of interest or personal gain. Examples of prohibited conflicts of interest include, but are not limited to, hiring a GRANTEE director, officer, trustee, or managing member, or a member of their immediate family, as a contractor, making any other use of ECRG funding for personal gain, or having an affiliation with any party or person potentially liable for contamination at the Site, as set forth in CERCLA (42 U.S.C. § 9601(40), 42 U.S.C. § 9607(r).)[ 42 U.S.C. § 9607]. Prohibited affiliations include familial, contractual (does not include deeds or arrangements related to potential purchase), financial, or corporate relationships that are the result of a reorganization of a business entity with potential liability. This applies to all parcels that are part of the Site.

32.2 GRANTEE agrees to comply with State and federal laws regarding conflicts of interest, including Government Code section 1090, which prohibits aiding or abetting a Member of the Legislature or a State, county, district, judicial Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F Amended and Restated Equitable Community Revitalization Grant Agreement David Roberts

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district, or city officer or employee in making a contract in their official capacity in which they have a financial interest.

32.3 GRANTEE agrees to inform DTSC that a conflict of interest has arisen within seven (7) calendar days of GRANTEE learning of the conflict of interest.

33. ENTIRE AGREEMENT

33.1 The RESTATED AGREEMENT, including all documents incorporated by reference, embodies the entire agreement and understanding of the PARTIES hereto in respect of the transactions contemplated by this RESTATED AGREEMENT and supersedes all prior agreements, amendments, contracts, representations, warranties, promises, covenants, arrangements, communications, and understandings, oral or written, express or implied, between or among the PARTIES with respect to the subject matter hereof, including, without limitation, the AGREEMENT and AMENDMENT 1, which AGREEMENT and AMENDMENT 1 shall be deemed null and void, and of no further force or effect whatsoever following the date hereof.

Exhibits
• Exhibit A – ADDITIONAL FUNDING AMENDMENT REQUEST, including QEP • Exhibit B – Boundary Map of ECRG Funded Area
• Exhibit C –
o C.1: Scope, Schedule, and Budget Table – Original ECRG Application o C.2: QEP – Round 2 ECRG Amendment 1 Request for Time Extension o C.3: Revised QEP – ADDITIONAL FUNDING AMENDMENT REQUEST • Exhibit D – Community Benefit Commitments – Original ECRG Application

Signatures on next page

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IN THE WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THE RESTATED

AGREEMENT ON THE DATE SET FORTH BELOW AND GRANTEE ACCEPTS THE AFOREMENTIONED TERMS AND CONDITIONS ELECTRONICALLY.

City of Carson
A Public Entity

BY:

David Roberts,
Authorized Signatory

Date: _____________________________________________

Department of Toxic Substances Control
Site Mitigation and Restoration Program

BY:

Benjamin Stanphill, PE
Southern California Division Chief, Site Mitigation and Restoration Program

Date: _____________________________________________

References: All documents referred to in this RESTATED AGREEMENT are located in Fluxx and Regulatory Oversight Agreements are located on GeoTracker or EnviroStor.

Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F City Manager
4/20/2026
4/20/2026

Printed on Recycled Paper

Exhibit A

ADDITIONAL FUNDING AMENDMENT REQUEST, including QEP

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Exhibit B

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Version 1: March 11, 2026

Exhibit C.1

Scope, Schedule, and Budget Table – Original ECRG Application

Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F C.1 - Scope, Schedule, and Budget Table – Original ECRG Application ECRG-2023-01842:

Exhibit C.1
Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F

Version 1: March 11, 2026

Exhibit C.2

QEP – Round 2 ECRG Amendment 1 Request for Time Extension

Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F C.2 - QEP – Round 2 ECRG Amendment 1 Request for Time Extension ECRG-2023-01842:

Exhibit C.2
Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F

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Exhibit C.3

Revised QEP – ADDITIONAL FUNDING AMENDMENT REQUEST

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Exhibit C.3
Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F

Version 1: March 11, 2026

Exhibit D

Community Benefit Commitments – Original ECRG Application

Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F ECRG-2023-01842:

Exhibit D - Community Benefit Commitments – Original ECRG Application Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F ECRG-2023-01842:

Exhibit D - Community Benefit Commitments – Original ECRG Application (Continued)
Docusign Envelope ID: 19E5ED01-81F1-8809-83E4-9968AEE66C2F CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 1, 2026, 5:00 PM
CONSENT 14. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Real Property Services Subject: CONSIDER RESOLUTION NO. 26-104, A RESOLUTION AUTHORIZING THE SUBMITTALAPPLICATION FOR GRANT FUNDING UNDER THE TRANSFORMATIVE CLIMATE COMMUNITIES PROGRAMAS ADMINISTERED BY THE STATE OF CALIFORNIA STRATEGIC GROWTH COUNCIL (CITY COUNCIL) I. SUMMARY
This action would authorize the City of Carson to submit an application to the State of California’s Transformative Climate Communities (TCC) Grant Program and authorize the City to take the necessary steps to pursue a potential grant award.

The City intends to apply for a TCC Round 6 Implementation Grant, administered by the California Strategic Growth Council (SGC), which provides grants of up to $27.5 million for large-scale, community-driven projects that reduce greenhouse gas emissions and advance environmental, health, housing, mobility, and economic benefits in disadvantaged communities. The TCC Program supports integrated investments in capital projects, community engagement, workforce development, and economic development.

If the City is selected for funding, TCC funds could be used to implement a coordinated set of projects within a designated TCC Project Area, which is a specific area of the City identified as eligible for funding and where investments can be focused to provide broader community benefits.

Proposed investments would advance brownfield redevelopment, affordable housing, mobility, energy efficiency, public health, urban greening, workforce development, and economic opportunity. The proposed projects would be developed and implemented through a community-driven process and designed to work collectively to achieve the TCC Program’s climate, environmental, health, and economic objectives.

Any potential TCC award would be subject to the State’s very competitive application and award process. If selected, the City would take the necessary actions to accept the award and execute the required grant documents. The TCC Round 6 Implementation Grant application is due September 30, 2026.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 26-104, “A RESOLUTION AUTHORIZING THE SUBMITTAL

APPLICATION FOR GRANT FUNDING UNDER THE TRANSFORMATIVE CLIMATE COMMUNITIES PROGRAM AS ADMINISTERED BY THE STATE OF CALIFORNIA STRATEGIC GROWTH COUNCIL.” III. ALTERNATIVES
TAKE another action that the City Council deems appropriate.

IV. BACKGROUND
The City is preparing an application for the TCC Round 6 Implementation Grant that includes a coordinated portfolio of projects addressing brownfield remediation, community health, urban greening, energy efficiency, mobility, affordable housing, and related community improvements within the designated TCC Project Area. The proposed projects are intended to work collectively to advance climate resilience, reduce greenhouse gas emissions, improve environmental and public health outcomes, and expand economic and community benefits.

To meet TCC program requirements, the City is working closely with partner organizations that are expected to participate as co-applicants and project partners. These partners are contributing to the development of project concepts, implementation strategies, community programs, and other components of the application. Building on the City's experience and partnerships through its Brownfield Programs, the current partners include:

1. California State University, Dominguez Hills (CSUDH) – A public university with a strong focus on community engagement, environmental and social justice, research, education, and workforce and economic mobility.

CSUDH would contribute academic, research, community engagement, and workforce development expertise to the TCC initiative.

2. South Bay Workforce Investment Board (SBWIB) – A regional workforce development organization serving Carson and ten other South Bay cities. SBWIB provides workforce planning, career services, job training, youth programs, and connections between employers and job seekers and would support workforce development and career pathway components of the TCC application.

3. GRID Alternatives – A nonprofit organization focused on expanding access to clean energy and clean-energy career opportunities for underserved communities. GRID Alternatives would contribute expertise in solar energy, energy efficiency, clean-energy workforce development, and community-based implementation.

4. ALMA Backyard Farms – A community-based urban agriculture organization that operates urban farms and programs focused on food access, environmental stewardship, youth education, and workforce development.

ALMA recently acquired property in Carson for development of a permanent urban farm and would contribute to urban greening, community health, food access, and workforce development components of the TCC initiative.

5. Center for Creative Land Recycling (CCLR) – A nonprofit organization specializing in the sustainable, community-led reuse of brownfields and environmentally impacted properties. CCLR provides technical assistance, brownfield redevelopment expertise, community planning support, and assistance with identifying and leveraging funding for land reuse.

6. Asian Pacific Environmental Network (APEN) – An environmental justice organization that organizes and supports Asian and Pacific Islander communities around environmental, social, and economic justice issues.

APEN would contribute community organizing, environmental justice, climate, and community engagement expertise to help ensure that the TCC initiative reflects the needs and priorities of affected communities.

7. City-Affiliated Entities and Partners – The Carson Housing Authority, Carson Enhanced Infrastructure Financing District (EIFD), and Carson Reclamation Authority would provide project-specific expertise, coordination, and access to public assets and ongoing initiatives that can support the proposed TCC projects and help integrate the grant-funded activities with existing City and community investments.

The City is also developing outreach materials and conducting community engagement activities, including workshops and other opportunities for residents and stakeholders to provide input on proposed projects and priorities. A community advisory board is being established to provide ongoing community input and guidance throughout the application development process and, if the City is awarded TCC funding, support continued community engagement and implementation oversight. The City's approach is intended to ensure that the proposed projects reflect community priorities and are developed through a collaborative, community-driven process consistent with the TCC Program.

The TCC Round 6 Implementation Grant application, including project workplans and other required application components, is due September 30, 2026. The City is currently developing the application and required supporting materials, including components addressing community engagement, workforce development, economic development, project implementation, and anticipated project outcomes. Submission of the application does not guarantee an award, and any future implementation of the proposed projects would be contingent upon the City being selected for TCC funding and satisfying applicable State requirements.

V. FISCAL IMPACT
There is no fiscal impact at this time. If awarded, the City will receive up to $27.5 million in grant funds from theStrategic Growth Council. These funds would be utilized to carry out the proposed capital projects, communityengagement activities, and workforce and economic development programs identified in the TCC ImplementationGrant application.

VI. EXHIBITS

1. Resolution No. 26-104
Attachments
Resolution 26-104 (TCC Grant Application).pdf
RESOLUTION NO. 26-XXX

A RESOLUTION AUTHORIZING THE SUBMITTAL APPLICATION FOR

GRANT FUNDING UNDER THE TRANSFORMATIVE CLIMATE

COMMUNITIES PROGRAM AS ADMINISTERED BY THE STATE OF

CALIFORNIA STRATEGIC GROWTH COUNCIL
WHEREAS, in 2026 the Legislature and the Governor of the State of California provided funds for the Transformative Climate Communities Program, established by Assembly Bill 2722 (2016); and
WHEREAS, the Strategic Growth Council is responsible for the administration of this grant program, including developing guidelines and selection criteria; and WHEREAS, the Strategic Growth Council released the application guidance on May 29, 2026, with a due date of September 30, 2026; and
WHEREAS, procedures established by the Strategic Growth Council require a resolution certifying the approval of application(s) by the Applicant’s governing board before submission to the State; and
WHEREAS, the Lead Applicant, City of Carson, is authorized to apply for and accept a Transformative Climate Communities grant if awarded, and authority to execute all related documents;

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

Section 1. The City Council hereby approves the filing of an application for a Transformative Climate Communities grant for funding year 2026, to be submitted no later than September 30, 2026.

Section 2. The City Council hereby certifies that as Lead Applicant, in partnership with its Co-Applicants, will have sufficient resources to execute strategies and projects that are outlined in the grant application.

Section 3. The City Council appoints the City Manager, or designee, as agent to conduct all negotiations, execute and submit all documents including, but not limited to, applications, agreements, and payment requests that may be necessary for competition of the aforementioned strategies and projects.

Section 4. The City Clerk shall certify to the adoption of this Resolution, and it shall be in full force and effect upon its passage and approval

PASSED, APPROVED, and ADOPTED this 1st day of September, 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-XXX adopted by the City of Carson City Council at its meeting held on September 1, 2026 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMEBES:

ABSENT: COUNCIL MEMBERS:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 1, 2026, 5:00 PM
CONSENT 15. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVAL OF AMENDMENT NO. 3 TO THE MEMORANDUM OF UNDERSTANDINGAND AMENDMENT NO. 2 TO THE AFFILIATION AGREEMENT WITH CALIFORNIA STATE UNIVERSITY,DOMINGUEZ HILLS TO ESTABLISH AN OCCUPATIONAL THERAPY DOCTORAL CAPSTONE PROGRAM ATCITY FACILITIES (CITY COUNCIL) I. SUMMARY
Since 2018, the City has partnered with California State University, Dominguez Hills (CSUDH) to provide occupational therapy services to participants of the Joseph B. Jr. and Mary Anne O’Neal Stroke Center. Through an Affiliation Agreement, CSUDH Occupational Therapy students have been able to gain supervised, hands-on experience while providing services that support the health, independence, and quality of life of Stroke Center participants. In 2021, the City and CSUDH entered into a new Affiliation Agreement to continue the program.

In June 2022, the City and CSUDH further formalized their partnership through a Memorandum of Understanding (MOU) focused initially on collaboration with the University’s Occupational Therapy Department. Prior to expiration of the MOU, the City and CSUDH approved Amendment No. 1, extending the agreement through June 2029. In November 2024, Amendment No. 2 expanded the MOU to include CSUDH’s entire College of Health, Human Services, and Nursing, creating opportunities for additional collaboration in health and human services programs.

The Occupational Therapy Affiliation Agreement was similarly extended through June 2029 by Amendment No. 1.

Although the broader MOU establishes a framework for collaboration between the City and CSUDH, individual programs must be authorized through a separate Implementing Agreement that establishes the responsibilities and operating requirements for the specific activity. The existing Occupational Therapy Affiliation Agreement serves as the Implementing Agreement for Occupational Therapy services. A separate Implementing Agreement for the CSUDH School of Nursing was also approved in May 2026.

The City and CSUDH now propose expanding the partnership to include the University’s Occupational Therapy Doctoral Capstone Program. Under proposed Amendment No. 3 to the MOU, the Doctoral Capstone Program would be formally incorporated into the broader City-CSUDH partnership. Proposed Amendment No. 2 to the Affiliation Agreement would establish the operational framework necessary for Doctoral Capstone students to conduct approved research and develop or implement community-based programs at City facilities under appropriate supervision and in coordination with City staff. The proposed amendments would build upon the City’s longstanding partnership with CSUDH by providing doctoral students with meaningful, real-world educational experience while creating additional opportunities for research, programming, and services that may benefit Carson residents.

Consequently, staff recommends that the City Council approve Amendment No. 3 to the MOU and Amendment No. 2 to the Affiliation Agreement to formally incorporate the Occupational Therapy Doctoral Capstone Program into the existing City-CSUDH partnership.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 3 to the existing Memorandum of Understanding (MOU) with California State University, Dominguez Hills; and,

2. APPROVE the proposed Amendment No. 2 to the Affiliation Agreement with California State University, Dominguez Hills, on behalf of its Occupational Therapy Program; and,

3. AUTHORIZE the Mayor to execute the proposed MOU Amendment No. 3 and proposed Affiliation Agreement Amendment No. 2, subject to approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate, consistent with applicable law.

IV. BACKGROUND
Since 2018, the City of Carson has partnered with California State University, Dominguez Hills (CSUDH) to provide occupational therapy services and educational opportunities that benefit both Carson residents and university students. The partnership initially focused on the City’s Joseph B. Jr. and Mary Anne O’Neal Stroke Center, where CSUDH Occupational Therapy students provide services designed to help participants improve mobility, daily living skills, independence, and overall quality of life following a stroke, illness, injury, or other medical condition. The partnership provides a direct community benefit while also giving CSUDH students supervised, hands-on experience working with community members. With the exception of a temporary suspension from March 2020 through September 2021 due to COVID-19 public health restrictions, the program has continued to provide rehabilitative and wellness services to Stroke Center participants.

In 2021, the City and CSUDH entered into the current Affiliation Agreement for the University’s Occupational Therapy Department (Exhibit No. 2). The Affiliation Agreement establishes the operational requirements and responsibilities that allow CSUDH Occupational Therapy students to participate in programs at City facilities. The agreement was originally scheduled to expire in June 2024 but was subsequently extended through June 2029 by Amendment No. 1 (Exhibit No. 3).

EXPANSION OF THE CITY-CSUDH PARTNERSHIP
In June 2022, the City and CSUDH entered into a broader Memorandum of Understanding (MOU) establishing a framework for continued collaboration between the two organizations (Exhibit No. 5). The original MOU focused on collaboration with the University’s Occupational Therapy Department and incorporated the existing Affiliation Agreement. In June 2024, the City Council approved Amendment No. 1 to the MOU, extending the partnership through June 30, 2029 (Exhibit No. 6). In November 2024, Amendment No. 2 expanded the potential partnership beyond Occupational Therapy to include CSUDH’s entire College of Health, Human Services, and Nursing (Exhibit No. 7). This broader framework creates opportunities for qualified students in various health and human services disciplines to gain practical experience while potentially supporting future City programs and services. In May 2026, for example, the City approved an implementing agreement allowing collaboration with the CSUDH School of Nursing (Exhibit No. 8).

Importantly, the broader MOU does not automatically authorize every potential student program or activity.

Although the MOU identifies multiple areas in which the City and CSUDH may collaborate, each specific program must be authorized through a separate Implementing Agreement establishing the scope, responsibilities, and operating requirements for that activity. For Occupational Therapy services, the existing Affiliation Agreement serves as that Implementing Agreement.

OCCUPATIONAL THERAPY DOCTORAL CAPSTONE PROGRAM
The proposed Amendment No. 3 to the MOU would clarify that the partnership also includes CSUDH’s Occupational Therapy Doctoral Capstone Program. The Capstone Program consists of graduate students completing advanced experiential work as part of their doctoral education in occupational therapy. To implement this opportunity, the proposed Amendment No. 2 to the Affiliation Agreement would establish the specific terms and responsibilities governing Doctoral Capstone activities conducted at City facilities. Subject to approval of individual activities by the City Manager or designee, participating doctoral students could conduct research, develop and implement community-based programs, and complete other approved capstone activities that align with City programs and community needs. Students would perform their activities under appropriate supervision and in coordination with City employees possessing relevant experience and expertise. The proposed amendments establish the framework for future collaboration but do not provide unrestricted authority for students to independently establish or operate programs at City facilities. Specific activities would remain subject to City review and approval to ensure they are appropriate for the facility, consistent with City operations, and beneficial to the community.

COMMUNITY AND EDUCATIONAL BENEFITS
Expanding the partnership to include the Doctoral Capstone Program would build upon the City’s longstanding relationship with CSUDH and create additional opportunities to connect university resources and expertise with community needs. Carson residents may benefit from research, programming, and services developed through approved capstone activities, while CSUDH doctoral students would gain meaningful, real-world experience applying their education in a community setting. The proposed partnership is therefore intended to provide a mutually beneficial educational and community-service opportunity; CSUDH students receive the practical experience necessary to develop as occupational therapy professionals, while the City gains access to additional research, programming, and professional resources that may enhance services available to Carson residents.

Consequently, staff recommends that the City Council approve the proposed Amendment No. 3 to the MOU and the proposed Amendment No. 2 to the Affiliation Agreement to formally incorporate the CSUDH Occupational Therapy Doctoral Capstone Program into the existing City-CSUDH partnership and establish the operational framework necessary for approved capstone activities to occur at City facilities.

V. FISCAL IMPACT
There is no direct fiscal impact to the City associated with approval of the proposed amendments with California State University, Dominguez Hills (CSUDH). Under the proposed partnership, Occupational Therapy Doctoral Capstone students may conduct approved research and implement community-based programs at City facilities at no cost to the City or participating residents. The partnership provides CSUDH students with valuable hands-on educational and professional experience while providing the Carson community with access to additional programs, research, and services. Accordingly, no additional City funding or budget appropriation is required as part of the recommended action.

VI. EXHIBITS

1. Affiliation Agreement between the City of Carson and CSUDH, July 2018-June 2021

2. Affiliation Agreement between the City of Carson and CSUDH (existing)

3. Amendment No. 1 to Affiliation Agreement

4. (Proposed) Amendment No. 2 to Affiliation Agreement

5. MOU between the City of Carson and CSUDH

6. Amendment No. 1 to the MOU

7. Amendment No. 2 to the MOU

8. Implementing Agreement (Nursing)

9. (Proposed) Amendment No. 3 to the MOU
Attachments
Exhibit 1 - 2018-2021 Affiliation Agreement.pdf
Exhibit 2 - Affiliation Agreement (existing).pdf
Exhibit 3 - Amendment No. 1 to Affiliation Agreement.pdf Exhibit 4 - (Proposed) Amendment No. 2 to CSUDH OT Affiliation Agreement.pdf Exhibit 5 - MOU.pdf
Exhibit 6 - Amendment No. 1 to MOU.pdf
Exhibit 7 - Amendment No. 2 to MOU.pdf
Exhibit 8 - Implementing Agreement (Nursing).pdf
Exhibit 9 - (Proposed) Amendment No. 3 to MOU.pdf

AMENDMENT NO. 1

TO AFFILIATION AGREEMENT
THIS AMENDMENT NO. 1 TO THE AFFILIATION AGREEMENT
Amendment") by and between the CITY OF CARSON, a California municipal corporation City") and CALIFORNIA STATE UNIVERSITY DOMINGUEZ HILLS, on behalf of the Occupational Therapy Program ( OT) (" CSUDH") is effective as of the 30th day of June, 2024.

RECITALS
A. City and CSUDH entered into that certain Agreement effective July 1, 2021 Affiliation Agreement"), related to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities.

B. The Agreement provides that its term will expire on June 30, 2024, unless earlier terminated by either party pursuant to applicable provisions of the Agreement. The Agreement also provides that it may at any time be altered, changed or amended in writing by mutual agreement of the parties.

C. City and CSUDH now desire to amend the Agreement to extend the term by five 5) years, thereby extending the stated term expiration date from June 30, 2024 to June 30, 2029, subject to the parties' rights to terminate the Agreement earlier pursuant to applicable provisions of the Agreement.

TERMS
Contract Changes. The Agreement is amended as provided herein.

A. The second introductory paragraph of the Agreement is amended as follows:

The Agreement shall be effective July 1, 2021 to June 30, 2029 unless terminated by either party, after giving the other party sixty ( 60) days advance written notice and subject to Section III.C."

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and CSUDH each ratify and reaffiui,i each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. 01007.0001/977968.1
CSUDH represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

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

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

SIGNATURES ON FOLLOWING PAGE]
01007.0001/977968.1
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date and year first - above written.

CITY:

CITY OCARSON, a municipal corporation
Sunny K. Soltani, City Attorney
brl]
a Davis - Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP
CSUDH:

CALIFORNIA STATE UNIVERSITY,

DOMINGUEZ HILLS
By:

Name: Diana Malauulu
Title: Contract Specialist
01007.0001/977969.1

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER( S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
A/ C, No):

FAX
E-
MAILADDRESS:

PRODUCER
A/ C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

OTHER:

Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD

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

PROPERTY DAMAGE
BODILY INJURY ( Per accident)
BODILY INJURY ( Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOSONLY

NON- OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
E. L. DISEASE - POLICY LIMIT
E. L. DISEASE - EA EMPLOYEE
E. L. EACH ACCIDENT

EROTH-STATUTEPER

LIMITS(MM/ DD/ YYYY)

POLICY EXP(

MM/ DD/ YYYY)
POLICY

EFFPOLICYNUMBERTYPEOFINSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE

AGGREGATE
OCCUR

CLAIMS- MADE
DED RETENTION $

PRODUCTS - COMP/ OP AGG

GENERAL AGGREGATE

PERSONAL & ADV INJURY
MED EXP ( Any one person)

EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES ( Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS- MADE OCCUR
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY
PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/ YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
6/27/ 2024
Alliant Insurance Services, Inc.
560 Mission Street, 6th Floor
San Francisco CA 94105
Van Rin
415- 403- 1400 415- 874- 4810
vrin@alliant. com
Lloyds of London 15792
The California State University ( CSU)
401 Golden Shore, 5th Floor
Long Beach, CA 90802
CSU Dominguez Hills
1263495739
A X 2,000, 000
X 25, 000
25, 000
2,000, 000
4,000, 000
X
B1820WLS24A036 7/ 1/2024 7/ 1/2025
4,000, 000
Sexual Abuse/ Molest.$ 2,000, 000
A Student Professional
Liability Insurance
Program ( SPLIP)
B1820WLS24A036 7/ 1/2024 7/ 1/2025 $ 2, 000, 000
4, 000, 000
Each Claim
Policy Aggregate
THIS CERTIFICATE IS PROVIDED FOR EVIDENCE ONLY. General Liability and Professional Liability coverage is provided on a claims- made basis including a 3 year extended reporting period. Coverage extends to students enrolled in covered academic courses.

Coverage extends to any affiliate institution to whom the Named Insured is obligated by written agreement to add as Additional Insured.

Coverage applies only when there exists a written agreement between the University and the affiliate institution, which is executed prior to an incident giving rise to a claim for a covered loss.

Re: Amendment No. 1 to Affiliation Agreement to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities.

Term of Agreement: July 1, 2021 - June 30, 2029.

City of Carson
701 E. Carson St
Carson CA 90745

CERTIFICATE OF COVERAGE

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR

NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM(S) OF COVERAGE BELOW.

THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE

ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE

DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S).

IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE MEMORANDUM(S) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON

THE CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S).

NAMED COVERED PARTY

PROGRAM AFFORDING COVERAGE
A:

COVERAGES

THISIS TOCERTIFYTHATTHECOVERAGEIS AFFORDEDTOTHEABOVENAMEDMEMBER, AS PROVIDEDBY THEMEMORANDUM(S) OFCOVERAGE, FORTHEPERIODSHOWNBELOW, NOTWITHSTANDINGANY REQUIREMENT, TERMOR CONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTO WHICHTHISCERTIFICATEMAYBEISSUEDOR MAYPERTAIN. THECOVERAGEAFFORDEDBY THEPROGRAM DESCRIBEDHEREINIS SUBJECTTOALLTHETERMS, EXCLUSIONS, ANDCONDITIONSOFSUCHMEMORANDUM(S) OFCOVERAGE. THEFOLLOWINGCOVERAGEISINEFFECT.

JPA

LTR TYPE OF COVERAGE MEMORANDUM NUMBER COVERAGE EFFECTIVE

DATE (MM/DD/YY)

COVERAGE EXPIRATION

DATE (MM/DD/YY) LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ CLAIMS MADE OCCUR MED EXPENSE (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ MEMOR-

ANDUM PROJECT LOC

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea accident)ANY AUTO $

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS
WORKERS’ COMPENSATION AND

EMPLOYERS LIABILITY

ANY PROPRIETOR/PARTNER/

EXECUTIVE/OFFICER/MEMBER
EXCLUDED?

IF YES, DESCRIBED UNDER SPECIAL

PROVISION BELOW

WCSTATUTORYLIMITS
OTHER
E.L. EACH ACCIDENT $
E.L. DISEASE – EA EMPLOYEE $
E.L. DISEASE – POLICY LIMIT $
OTHER
OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL/PROVISIONS

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE

BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE

DELIVERED IN ACCORDANCE WITH THE MEMORANDUM(S) OF COVERAGE PROVISIONS.

AUTHORIZED REPRESENTATIVE

DATE (MM/DD/YYYY)
6/27/ 2024
Alliant Insurance Services Inc.
560 Mission Street, 6th Floor
San Francisco CA 94105
CSU, Dominguez Hills
1000 East Victoria Street
Carson CA 90747
CSURMA
A 2, 000, 000
2, 000, 000
X Excluded
X Contractual Liab
X SIR $ 250, 000 4, 000, 000
2, 000, 000
CSURMA- LIAB- 2425 7/ 1/ 2024 7/ 1/2025
4, 000, 000
Sexual Abuse $ 2, 000, 000
A CSURMA- WC- 2425 7/ 1/ 2024 7/ 1/2025 X
1, 000, 000
1, 000, 000
1, 000, 000
Note: Workers' Compensation Coverage is provided as evidence only.

Evidence of coverage as respects the Amendment No. 1 to Affiliation Agreement to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities. Term of Agreement: July 1, 2021 - June 30, 2029.

City of Carson
701 E. Carson St
Carson CA 90745
01007.0001 1029550.2 8/24/2026

01007.0001 1029550.3
AMENDMENT NO. 2

TO AFFILIATION AGREEMENT
THIS AMENDMENT NO. 2 TO THE AFFILIATION AGREEMENT
(“Amendment”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and CALIFORNIA STATE UNIVERSITY DOMINGUEZ HILLS, on behalf of the Occupational Therapy Program (OT) (“CSUDH”) is effective as of the day of , 2026.

RECITALS
A. City and CSUDH entered into that certain Agreement effective July 1, 2021 (“Affiliation Agreement”), related to the placement of CSUDH Occupational Therapy Program students for fieldwork experience at City facilities. The Agreement provides that it may at any time be altered, changed or amended in writing by mutual agreement of the parties.

B. Effective July 1, 2024, City and CSUDH entered into Amendment No. 1 to the Affiliation Agreement, to extend the scheduled expiration date of the term of the Agreement by five years, from July 1, 2024 to July 1, 2029 (“Amendment No. 1”).

C. City and CSUDH now desire to amend the Agreement to expand its scope to include placement of CSUDH Occupational Therapy Doctoral Capstone Program students at City facilities for doctoral capstone experiences.

D. This Amendment is intended to constitute the written agreement required by Section 4(e) of the parties’ Memorandum of Understanding (MOU) with respect to the general placement of Occupational Therapy Doctoral Capstone Program students. Each specific doctoral capstone activity remains subject to the parties’ prior written approval as provided herein.

TERMS

1. Contract Changes. The Agreement is amended as provided herein (added text is shown in bold italics, deleted text is shown in strikethrough font).

A. Section I of the Agreement is amended as follows:
“I. Responsibilities of FWS
FWS shall,
A. Accept qualified students for fieldwork experience in Occupational Therapy (“OT”), and qualified OT Doctoral Capstone Program graduate students for OT Doctoral Capstone Program field experience. Tthe maximum number of students, placement dates, FWS facilities, and proposed activities not to exceed that number for which the program has been accredited, approved and/or agreed upon will be mutually agreed upon in writing by the Parties before each placement.

B. Appoint a qualified FWS Employee who will be responsible for directing, coordinating and supervising CSUDH OT students' 01007.0001 1029550.2 8/24/2026

01007.0001 1029550.3
experience at FWS as well as insure that the continuity and quality of services to clients is maintained.

C. Establish educational objectives for the clinical experience, devise methods for their implementation, and continually evaluate to determine the effectiveness of the clinical experience.

D. Provide CSUDH with student evaluations on forms submitted by CSUDH.

E. Notify CSUDH at mid -term or sooner, of any student who fails to meet the required standards of performance and competency.

F. Not use students to replace regular FWS employees and not require students to render services except those services identified for their learning value as part of the fieldwork or Doctoral Capstone Program field experience.

G. Work with and assist CSUDH in carrying out CSUDH policies and procedures.

H. Appoint only state licensed therapists to supervise CSUDH Occupational Therapy fieldwork students, while participating at FWS.

All therapists must be licensed by the state in which the FWS is located.

The foregoing licensure requirement applies to Occupational Therapy fieldwork students and does not apply to doctoral capstone students unless licensure is required by the nature of the approved activity or applicable law.

I. Review and approve , in its discretion, each proposed doctoral capstone activity, including its scope, location, schedule, FWS resources, intended participants, and designated FWS site contact, before the activity begins. Such FWS approval may be given by FWS’ City Manager or his or her designee.

B. Section II of the Agreement is amended as follows:
“II. Responsibilities of CSUDH
CSUDH shall,
A. Refer qualified students from the program s to FWS who have adequate academic preparation for clinical practice and basic training for the handling of blood, blood products and body fluids consistent with the policies and regulations recommended by the Center for Disease Control and in compliance wi th any such guidelines from the California Public Health Services Department.

B. Assign a Fieldwork Coordinator from the OT program and a field experience coordinator from the OT Doctoral Capstone Program, who 01007.0001 1029550.2 8/24/2026

01007.0001 1029550.3
will coordinate and be responsible for student FWS activities.

C. Assign mutually agreed upon dates and times for student placements.

D. Require students to be responsible for their professional activities and conduct while at FWS. FWS may require CSUDH to remove a student from a FWS facility or activity based on documented performance, conduct, policy, legal, or health and safety concerns. CSUDH will promptly remove the student from the applicable FWS facility or activity upon such request.

CSUDH retains sole responsibility for determining any academic or disciplinary consequences and providing any required due process.” FWS may at its discretion dismiss or remove any trainee from the fieldwork experience following due process, and after consulting with CSUDH prior to such dismissal
E. Require students to conform to all applicable policies, regulations and procedures, jointly specified by representatives of CSUDH and FWS.

F. Provide current student fieldwork and field experience guidelines and objectives to the FWS and all appropriate forms for evaluation.

G. At its sole cost and expense, insure its activities in connection with this agreement and obtain, keep in force, and maintain Insurance as follows:

H. Provide Comprehensive or General Liability Insurance with a limit of One Million Dollars ($1,000,000) per occurrence, and Three Million Dollars ($3,000,000) in aggregate , per occurrence . Said policy of insurance shall name FWS and its elected and appointed officers, employees and agents as additional insureds.

I. The University shall maintain and provide evidence of workers' compensation and disability coverage as required by law.

J. CSUDH shall ensure that students participating in activities under this Agreement are covered under the California State University Student Professional Liability Insurance Program (“SPLIP”), which provides professional liability and general liability coverage with limits of not less than Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) in the aggregate. CSUDH shall provide evidence of such coverage upon requ est. Require students to provide and maintain in force a One Million Dollar ($1,000,000) policy of professional liability insurance during the course of their activities under this Agreement.

K. Require students to provide evidence of health coverage.

L. Require students to provide documentation of appropriate immunization or immunity in compliance with OSHA Blood - Borne 01007.0001 1029550.2 8/24/2026

01007.0001 1029550.3
Pathogens Regulations, as well as requirements of the FWS.

M. Require students to adhere to rules and regulations of FWS/ CSUDH regarding confidentiality.

N. Require all students and faculty to undergo a Livescan prior to working in any capacity with any minor, should CSUDH elect (subject to FWS’ approval with respect to activities at FWS) to include this population in its curriculum.”
01007.0001 1029550.2 8/24/2026

01007.0001 1029550.3
C. Subsection B of Section III of the Agreement is amended to replace the phrase “this MOU” in the second paragraph with the phrase “this Agreement.”
D. Subsection C of Section III of the Agreement is amended as follows:
“C. The Agreement may be terminated by either Party without cause upon 60 days’ prior written notice. Unless otherwise agreed by the Parties or required for health, safety, legal, or policy reasons, the Parties will use reasonable efforts to allow students par ticipating in an approved fieldwork or doctoral capstone experience on the effective date of termination to complete that then-current experience The Agreement may be terminated by either party at any time, without cause, on 60 days prior written notice provided that such termination shall not be effective for any student who at the date of mailing of said notice was participating in or was selected to participate in said fieldwork experience until such student has completed the program.”
E. Subsection E of Section III of the Agreement is amended as follows:
“E. CSUDH will designate an OT Fieldwork Coordinator and an Occupational Therapy Doctoral Capstone Coordinator and will provide their current contact information to FWS. CSUDH may update such contact information by written notice without a formal amendment to this Agreement. The OT fieldwork coordinator for CSUDH is: Daniel Swiatek, OTD, OTR/L.”

2. Continuing Effect of Agreement. Except as amended by Amendment No. 1 and this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No.1 and this Amendment to the Agreement.

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

[SIGNATURES ON FOLLOWING PAGE]
01007.0001 1029550.2 8/24/2026

01007.0001 1029550.3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[brj]

CSUDH:

By:

Name:

Title:

By:

Name:

Title:

01007.0001 2179815.4 8/24/2026

01007.0001 2179815.5
AMENDMENT NO. 3

TO MEMORANDUM OF UNDERSTANDING
THIS AMENDMENT NO. 3 TO THE MEMORANDUM OF UNDERSTANDING (“Amendment No. 3”) is entered into by and between the CITY OF CARSON, a California municipal corporation (“City”) and the Trustees of the California State University, an agency of the State of California, on behalf of the California State University, Dominguez Hills (“CSUDH”), effective as of the 1st day of September 2026. City and CSUDH are each sometimes referred to individually herein as a “Party” and collectively as the “Parties”.

RECITALS
A. City and CSUDH entered into that certain non -binding Memorandum of Understanding dated June 8, 2022 (“MOU”), as subsequently amended by Amendment No. 1 and Amendment No. 2 (collectively, the “MOU”).

B. The Parties desire to clarify that the areas of cooperation under the MOU include CSUDH’s Occupational Therapy Doctoral Capstone Program and to authorize the Parties to develop opportunities for doctoral capstone students to conduct research and implement occupational therapy-related programs for community members at City facilities.

TERMS

1. Contract Changes . The MOU is amended as provided herein (added text is indicated in bold italics, deleted text is indicated in strikethrough font).

A. Section 1 is amended to read as follows:
“The area of cooperation will be between the College of Health, Human Services, and Nursing, including its Occupational Therapy Doctoral Capstone Program, at California State University Dominguez Hills (CSUDH) and the City of Carson (CC).”
B. A new subsection (d) is added to Section 2 to read as follows:
“d. Joint collaboration between students and faculty of CSUDH and CC staff in facilitating CSUDH Occupational Therapy Doctoral Capstone Program students conducting research and implementing occupational therapy-related programs for community members at CC facilities.”

2. Program-Specific Agreement. No Occupational Therapy Doctoral Capstone Program activity shall begin at a City facility unless and until the Parties execute a separate written agreement satisfying Section 4(e) of the MOU. The agreement shall describe the applicable activity, responsib ilities of the Parties, student supervision, insurance and risk requirements, confidentiality requirements, use of City facilities, and any other terms applicable to the activity.

The agreement may be structured as an amendment to Affiliation Agreement No. 8303-22.

3. Continuing Effect of MOU. Except as expressly amended by this Amendment No. 3, the MOU, as previously amended, remains unchanged and in full force and effect. 01007.0001 2179815.4 8/24/2026

01007.0001 2179815.5

4. Authority. Each Party represents and warrants that the person(s) signing below on its behalf has the authority to enter into this Amendment No. 3 and that this Amendment No. 3 does not violate any of its existing agreements or obligations.

[SIGNATURES ON FOLLOWING PAGE]
01007.0001 2179815.4 8/24/2026

01007.0001 2179815.5
IN WITNESS WHEREOF , the Parties have executed this Amendment No. 3 on the date(s) and year set forth below, with express intent that this Amendment No. 3 shall take effect as of the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor

Date: , 2026
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[brj;pks]

CSUDH:

CALIFORNIA STATE UNIVERSITY,

DOMINGUEZ HILLS

By:

Name:

Title:

By:

Name:

Title:

Date: , 2026
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 1, 2026, 5:00 PM
CONSENT 16. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Parks & Recreation Subject: CONSIDER APPROVAL OF A DEED RESTRICTION FOR THE VETERANS SPORTSCOMPLEXBLEACHER AND GYM FLOOR IMPROVEMENT PROJECTS FUNDED BY LOS ANGELES COUNTY (CITYCOUNCIL) I. SUMMARY
Staff is requesting City Council approval of a Deed Restriction for the Veterans SportsComplex property to satisfy the requirements of two grants awarded to the City by the Los Angeles County Regional Park and Open Space District (RPOSD). The City received a total of $651,500 in grant funding for improvements to the Veterans SportsComplex, including: (1) $314,815 for the purchase and installation of telescoping bleachers; and (2) $336,685 to remove and replace the main basketball gymnasium floor with new athletic-grade hardwood flooring.

Both improvement projects have been completed. However, as a condition of the grant funding, the City is required to record a Deed Restriction on the property confirming that the Veterans SportsComplex will continue to be used for eligible public park and recreational purposes consistent with the Measure A Grant Program. Approval and recordation of the Deed Restriction will allow the City to complete the remaining grant requirements, formally close out the two grants, and maintain the City's good standing with RPOSD for consideration of future grant funding opportunities.

II. RECOMMENDATION
TAKE all of the following actions:

1. APPROVE the proposed Deed Restriction; and,

2. AUTHORIZE the City Manager to execute the Deed Restriction, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate, subject to the requirements of applicable law.

IV. BACKGROUND
The City of Carson applied for grant funding through the Los Angeles County Regional Park and Open Space District (RPOSD) Measure A Grant Program to help fund two improvement projects at the Veterans SportsComplex: replacement and installation of gymnasium bleachers and replacement of the main basketball gymnasium floor.

Measure A, formally known as the Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation Measure, was approved by Los Angeles County voters on November 8, 2016. The measure provides funding to cities and other eligible agencies for improvements to parks, recreational facilities, open spaces, and related public amenities.

On or about October 17, 2024, the City entered into a Measure A Annual Allocation Agreement with RPOSD (Exhibit 4), referred to in this staff report as the “Grant Agreement.” In 2025, RPOSD subsequently authorized the City to proceed with two grants for improvements at the Veterans SportsComplex (Exhibits 2 and 3). Together, the two grants provide $651,500 in Measure A funding for the following improvements:

1. The first grant provides $314,815 to furnish and install new telescoping bleachers. These bleachers can be extended for spectator seating during events and retracted when additional floor space is needed.

2. The second grant provides $336,685 to remove the existing flooring in the main basketball gymnasium and install new athletic-grade hardwood flooring.

As a condition of receiving these Measure A funds, the Grant Agreement requires the Veterans SportsComplex property to continue to be used and maintained for eligible public park and recreational purposes. The Grant Agreement also limits the City's ability to use, sell, transfer, or otherwise dispose of the property in a manner that is inconsistent with the requirements of Measure A, except as otherwise permitted under the Grant Agreement. To formally document this obligation, Article 9 of the Grant Agreement requires the City to record a Deed Restriction against the Veterans SportsComplex property. A deed restriction is a legal document recorded with the property that identifies requirements affecting how the property may be used. In this case, the restriction documents the City's continuing obligation to maintain the property for purposes consistent with Measure A and the terms of the Grant Agreement.

The proposed Deed Restriction is included as Exhibit 1 and was prepared using RPOSD's standard, non- negotiable form. The two Notices to Proceed authorizing the grant-funded projects and the underlying Grant Agreement (Exhibits 2 through 4) will be incorporated into the Deed Restriction as attachments. Once approved by the City Council and executed by the City, the Deed Restriction will be recorded against the Veterans SportsComplex property. Upon recordation, the Measure A requirements will remain attached to the property and will govern its future use and disposition in accordance with the Grant Agreement.

Approval and recordation of the Deed Restriction are required under the City's existing Grant Agreement with RPOSD and are conditions associated with the City's receipt of Measure A funding for the Veterans SportsComplex improvements. The proposed action does not change the City's current recreational use of the Veterans SportsComplex. Rather, it formally documents the City's commitment to continue using the property for eligible public park and recreational purposes consistent with the Measure A program.

Consequently, staff recommends approval of the Deed Restriction because doing so will satisfy the City's obligations under the Grant Agreement, support the City's receipt and use of $651,500 in grant funding for the bleacher and gymnasium floor improvements, and help maintain the City's good standing with RPOSD for potential future Measure A grant opportunities.

V. FISCAL IMPACT
Approval of the proposed Deed Restriction would allow the City to complete the remaining grant requirements, close out the grants, and maintain good standing with RPOSD for potential future grant funding opportunities.

VI. EXHIBITS

1. (Proposed) Deed Restriction

2. Notice to Proceed - VSC Bleachers

3. Notice to Proceed - VSC Floors

4. Grant Agreement

5. VSC Gym-Photos
Attachments
DRAFT Deed Restriction - VSPC Bleachers Gym Floors(2182479.1).pdf Revised Notice to Proceed - VSC Bleachers.pdf
Notice to Proceed - VSC Gym Floors.pdf
Measure A AA Agreement - City of Carson - A15 - signed.pdf VSC Gym-Photos.pdf

01007.0009 2182479.1

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

TITLE(S)
Deed Restriction

RECORDING REQUESTED BY

COUNTY OF LOS ANGELES
MAIL TO:

Los Angeles County Regional
Park and Open Space District
1000 S. Fremont Avenue, Unit #40 Building
A-9 East, Ground Floor
Alhambra, CA 91803
Attention: Administration Section

01007.0009 2182479.1
RECORDING REQUESTED BY:

Los Angeles County Regional Park and Open Space District

WHEN RECORDED MAIL TO:

Los Angeles County Regional Park and Open Space District 1000 S. Fremont Avenue, Unit #40 Building A-9 East, Ground Floor Alhambra, CA 91803 Attn: Administration Section

DEED RESTRICTION

I. WHEREAS, The City of Carson [hereinafter referred to as “Owner(s)”] is/are recorded owner(s) of the real property described in Exhibit A, attached and incorporated herein by reference (hereinafter referred to as the “Property”); and

II. WHEREAS, The City of Carson (hereinafter referred to as “Grantee”); and

III. WHEREAS, the Los Angeles County Regional Park and Open Space District (hereinafter referred to as the “District”) is a public agency created and existing under the authority of Section 5506.9 et seq of the California Public Resources Code (hereinafter referred to as the “PRC”); and

IV. WHEREAS, Owner(s) (or Grantee) applied to the District for grant funds available pursuant to the Measure A Grant Program for the Veterans SportsComplex - Bleachers Replacement/Installation and the Veterans SportsComplex – Gym Floor Replacement; and

V. WHEREAS, on October 17, 2024, the District conditionally approved NTP No./Grant No.

A1525001 (hereinafter referred to as “Grant”) for furnishing and installing telescoping bleachers and NTP No. /Grant No. A1526001 (hereinafter referred to as “Grant”) for removal of existing main basketball gym flooring and the installation of new athletic-grade hardwood flooring on the Property, subject to, among other conditions, recordation of this Deed Restriction on the Property; and

VI. WHEREAS, but for the imposition of the Deed Restriction condition of the Grant, the Grant would not be consistent with the public purposes of the District’s Grant Program, Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation Measure (Measure A), and the funds that are the subject of the Grant could therefore not have been granted; and

VII. WHEREAS, Owner(s) has/ve elected to comply with the Deed Restriction of the Grant, so as to enable Owner(s) to receive the Grant funds and perform the work described in the grant.

NOW, THEREFORE, in consideration of the award of the Grant funds by the District, the undersigned Owner(s) for himself/herself/themselves and for his/her/their heirs, assigns and successors -in-interest, hereby irrevocably covenant(s) with the District that the condition of the Grant (set forth at paragraphs 1 through 5 and in Exhibit B hereto) shall

01007.0009 2182479.1
at all times on and after the date on which this Deed Restriction is recorded constitute for all purposes covenants, conditions, and restrictions on the use and enjoyment of the Property that are here by attached to the deed of the Property as fully effective components thereof.

1. DURATION. This Deed Restriction shall remain in full force and effect and shall bind Owner(s) and all his/her/their assigns or successors-in-interest in perpetuity.

2. TAXES AND ASSESSMENTS. It is intended that this Deed Restriction is irrevocable and shall constitute an enforceable restriction within the meaning of a) Article XIII, Section 8 of the California Constitution and b) Section 402(i) of the California Revenue and Taxation Code or successor statute. Furthermore, this Deed Restriction shall be deemed to constitute a servitude upon and burden to the Property within the meaning of Section 3712(d) of the California Revenue and Taxation C ode, or successor statute, which survives a sale of tax-deeded property.

3. RIGHT OF ENTRY. The District or its agent or employees may enter onto the Property at times reasonably acceptable to Owner(s) to ascertain whether the use restrictions set forth above are being observed.

4. REMEDIES. Any act, conveyance, contract, or authorization by Owner(s) whether written or oral which uses or would cause to be used or would permit use of the Property contrary to the terms of this Deed Restriction will be deemed a violation and a breach hereof. The District may pursue any and all available legal and/or equitable remedies to enforce the terms and conditions of this Deed Restriction. In the event of a breach, any forbearance on the part of the District to enforce the terms and provisions hereof shall not be deemed a waiver of enforcement rights regarding any subsequent breach.

5. SEVERABILITY. If any provision of these restrictions is held to be invalid, or for any reason becomes unenforceable, no other provision shall be affected or impaired.

Dated: Click or tap here to enter the date

Signed: ________________________________

David C. Roberts Jr., City Manager

PRINT/TYPE NAME & TITLE OF ABOVE
(GRANTEE’S AUTHORIZED REPRESENTATIVE)

**NOTARY ACKNOWLEDGEMENT**

ATTEST:

_____________________________
Dr. Khaleah K. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

By: _____________________________
Sunny Soltani, City Attorney

01007.0009 2182479.1

NOTARY ACKNOWLEDGEMENT

01007.0009 2182479.1

Exhibit “A” To Deed Restriction

Legal Description of the Property

That certain real property located in City of Carson, County of Los Angeles, State of California, legally described as:

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Exhibit “B” To Deed Restriction
NTP/Grant Agreement

BOARD OF DIRECTORS
Hilda L. Solis
Holly J. Mitchell
Lindsey P. Horvath
Janice Hahn
Kathryn Barger

Director
NORMA E. GARCÍA-GONZÁLEZ

District Administrator
CHRISTINA ANGELES, ESQ.

Assistant District Administrator

MARK GLASSOCK

1000 S. Fremont Avenue, Unit #40, Building A-9 East, Ground Floor, Alhambra, CA 91803 (626) 588-5060 • RPOSD.LACOUNTY.GOV • [email protected] Date:

City of Carson
701 East Carson Street
Carson CA 90745

REVISED NOTICE TO PROCEED

VETERANS SPORTSCOMPLEX BLEACHER REPLACEMENT
MASTER AGREEMENT NO. A15
NTP NO. A1525001
STUDY AREA NO. 161

This Notice to Proceed (“NTP”), a subordinate agreement executed wholly within and subject to the provisions of Agreement No. A15, dated October 17, 2024 ("Agreement”), confirms approval of your Annual Allocations Project, as described in your Work Plan dated December 12, 2024, for the project described as the Veterans SportsComplex Bleacher Replacement (“Project”).

1. Scope of Work

Furnish and install Telescoping Bleachers.

2. NTP Performance Period

Start Date: 12/24/2024

End Date: 2/28/2026

Grantee must submit all claims and required documentation to RPOSD that shall be no later than 12 months following the Performance Period end date.

08/29/2025
Revised Notice to Proceed
Date:

Page 2 ends

Carson City CouncilSeptember 1, 2026

Carson City Council
September 1, 2026