Agenda packet — Carson City Council, September 15, 2026 (part 5 of 6)

INSURANCE APPROVED
m
City of Carson
Attn: Robert Lennox
701 E Carson Street
ICarson. CA 90745_

AUTHORIZED REPRESENTATIVE
3/9/2023
ca im
ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Named Insured: RJM Design Group, Inc.

Policy Number: PSA0002412
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. Broad Form Named Insured
The following is added to the SECTION II -
COVERED AUTOS LIABILITY COVERAGE, Para
graph A.1. Who Is An Insured Provision:

Any business entity newly acquired or formed by you
during the policy period, provided you own fifty
percent (50%) or more of the business entity and the
business entity is not separately insured for Bus
iness Auto Coverage. Coverage is extended up to a
maximum of one hundred eighty (180) days
following the acquisition or formation of the business
entity.

This provision does not apply to any person or
organization for which coverage is excluded by
endorsement.

B. Employees As Insureds
The following is added to the SECTION II -
COVERED AUTOS LIABILITY COVERAGE, Para
graph A.1. Who Is An Insured Provision,
Any "employee" of yours is an “insured” while using
a covered “auto" you don't own, hire or borrow in
your business or your personal affairs.

C. Blanket Additional Insured
The following is added to the SECTION II -
COVERED AUTOS LIABILITY COVERAGE, Para
graph A.1. Who Is An Insured Provision:

Any person or organization that you are required to
include as an additional insured on this coverage
form in a contract or agreement that is executed by
you before the “bodily injury" or "property damage"
occurs is an “insured” for liability coverage, but only for damages to which this insurance applies and
only to the extent that person or organization
qualifies as an "insured" under the Who Is An
Insured provision contained in SECTION II -
COVERED AUTOS LIABILITY COVERAGE.

The insurance provided to the additional insured will
be on a primary and non-contributory basis to the
additional insured’s own business auto coverage if
you are required to do so in a contract or agreement
that is executed by you before the "bodily injury" or
"property damage” occurs.
“loss", provided that the “accident" or “loss” arises
out of the operations contemplated by such contract.

The waiver applies only to the person or
organization designated in such contract.

E. Employee Hired Autos

1. The following is added to the SECTION II -

COVERED AUTOS LIABILITY COVERAGE,
Paragraph A.1. Who Is An Insured Provision:

An "employee" of yours is an "insured" while
operating an “auto" hired or rented under a
contract or agreement in that "employee's”
name, with your permission, while performing
duties related to the conduct of your business.

2. Changes In General Conditions:

Paragraph 5.b. of the Other Insurance Con
dition in the BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
b. For Hired Auto Physical Damage Coverage,
the following are deemed to be covered
“autos" you own:
(1) Any covered “auto" you lease, hire, rent
or borrow; and
(2) Any covered "auto" hired or rented by
your “employee” under a contract in that
individual "employee's” name, with your
permission, while performing duties
related to the conduct of your business.

However, any "auto” that is leased,
hired, rented or borrowed with a driver is
not a covered “auto".

F. Fellow Employee Coverage

SECTION II
COVERAGE, Exclusion B.5. does not apply if you
have workers compensation insurance in-force
covering all of your employees.

G. Auto Loan Lease Gap Coverage

SECTION III - PHYSICAL DAMAGE COVERAGE,
C. Limit Of Insurance, is amended by the addition
of the following:

In the event of a total "loss” to a covered “auto"
shown in the Schedule of Declarations, we will pay
any unpaid amount due on the lease or loan for a
covered “auto", less:
i

COVERED AUTOS LIABILITY
D. Blanket Waiver Of Subrogation
The following is added to the SECTION IV - BUSI
NESS AUTO CONDITIONS, A. Loss Conditions,

5. Transfer Of Rights Of Recovery Against
Others To Us:

We waive any right of recovery we may have against
any person or organization to the extent required of
you by a contract executed prior to any "accident' or

1. The amount paid under the PHYSICAL
DAMAGE COVERAGE section of the policy;
and

2. Any:
a. Overdue lease/loan payments at the time of
the "loss”;
PPA 300 03 13
Policy Number: PSB0007263
Named Insured:

RLI Insurance Company
RJM Design Group, Inc.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLI Pack FOR PROFESSIONALS

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM - SECTION II - LIABILITY

1. C. WHO IS AN INSURED is amended to include as
an additional insured any person or organization that
you agree in a contract or agreement requiring
insurance to include as an additional insured on this
policy, but only with respect to liability for “bodily
injury", "property damage" or "personal and
advertising injury" caused in whole or in part by you
or those acting on your behalf:
a. In the performance of your ongoing operations;
b. In connection with premises owned by or rented
to you; or
c. In connection with “your work” and included
within the “product-completed operations
hazard”.

2. The insurance provided to the additional insured by
this endorsement is limited as follows:
a. This insurance does not apply on any basis to
any person or organization for which coverage
as an additional insured specifically is added by
another endorsement to this policy.
b. This insurance does not apply to the rendering
of or failure to render any "professional
services".
c. This endorsement does not increase any of the
limits of insurance stated in D. Liability /Mid
Medical Expenses Limits of Insurance.

3. The following is added to SECTION III H.2. Other
Insurance - COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION II -

LIABILITY)
However, if you specifically agree in a contract or
agreement that the insurance provided to an
additional insured under this policy must apply on a
primary basis, or a primary and non-contributory
basis, this insurance is primary to other insurance
that is available to such additional insured which
covers such additional insured as a named insured,
and we will not share with that other insurance,
provided that:
a. The "bodily injury" or "property damage" for
which coverage is sought occurs after you have
entered into that contract or agreement; or
b. The "personal and advertising injury" for which
coverage is sought arises out of an offense
committed after you have entered into that
contract or agreement.

4. The following is added to SECTION III K. 2.

Transfer of Rights of Recovery Against Others to
Us - COMMON POLICY CONDITIONS (BUT

APPLICABLE TO ONLY TO SECTION II -

LIABILITY)
We waive any rights of recovery we may have
against any person or organization because of
payments we make for "bodily injury", "property
damage" or "personal and advertising injury" arising
out of "your work" performed by you, or on your
behalf, under a contract or agreement with that
person or organization. We waive these rights only
where you have agreed to do so as part of a
contract or agreement with such person or
organization entered into by you before the "bodily
injury" or "property damage" occurs, or the "personal
and advertising injury" offense is committed.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPB 304 02 12 Page 1 of 1

01007.0006 2183688.1
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACT SERVICES
THIS AMENDMENT NO. 3 TO THE AGREEMENT FOR CONTRACT
SERVICES (“Amendment No. 3”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and RJM DESIGN GROUP, INC ., a California corporation (“Consultant”), is effective retroactive to the 30 th day of June, 2026 . City and Consultant are sometimes hereinafter individually referred to as “Party” and collectively referred to as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services dated July 20, 2023 (“Agreement”) whereby Consultant agreed to provide professional landscape architectural, architectural, environmental , engineering, and construction support services to design and implement the expansion and improvements to Carriage Crest Park (“Park”) located in the City of Carson on the north east corner of West Sepulveda Boulevard and S. Figueroa Street, for a total not-to-exceed Contract Sum of $904,455. The Term of the Agreement was set to expire July 19, 2024.

B. City and Consultant entered into an amendment to the Agreement dated July 19, 2024 (“Amendment No. 1”) to extend the Term to December 25, 2025 (this was done inadvertently as it was intended to be extended to December 31, 2025), to allow Consultant to continue providing design and construction support services for the Park.

C. City and Consultant entered into an amendment to the Agreement dated November 24, 2025 (“Amendment No. 2”) to extend the Term to June 30, 2026 and to increase the total compensation by $200,000 thereby bringing the not-to-exceed Contract Sum from $904,455 to $1,104,455.

D. City and Consultant now desire to amend the Agreement to extend the Term to December 31, 2026 and to increase the total compensation by $66,580 thereby bringing the not- to-exceed Contract Sum from $1,104,455 to $1,171,035 to allow Consultant to continue providing design and construction support services for the Park.

TERMS

1. Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment No. 3.

2. Terms and Definitions. All words, terms, and phrases used or referenced in this Amendment No. 3, not expressly defined in this Amendment No. 3, shall have the same meaning ascribed to them in the Agreement.

3. Contract Changes . The Agreement is amended as provided herein (added text shown in bold italics, deleted text in strikethrough font).

01007.0006 2183688.1
A. Section 2.1 (Contract Sum) of the Agreement is hereby amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million One Hundred Seventy- One Four Thousand Four Hundred Fifty Thirty-Five Dollars ($1, 171,035 04,455) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.”

B. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows:
“3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not later than June 30 December 31, 2026, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”
C. Section IV of Exhibit C (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:
“IV. The total compensation for the Services shall not exceed $1,1 71,035 04,455 as provided in Section 2.1 of this Agreement.”
C. Exhibit D (Schedule of Performance) of the Agreement is hereby amended to read in its entirety as follows:
“Phase E, Task 11 deadline will be extended to June 30 December 31, 2026.”

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

5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1 and Amendment No. 2. 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 , Amendment No. 1 and Amendment No. 2. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

01007.0006 2183688.1
Consultant represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

6. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

7. Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.

8. Counterparts. This Amendment No. 3 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. 3. [SIGNATURES ON FOLLOWING PAGE]

01007.0006 2183688.1
IN WITNESS WHEREOF, the Parties hereto 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
[pks; rjl]

CONSULTANT:

RJM DESIGN GROUP, INC., a California
corporation

By:

Name:

Title:

By:

Name:

Title:

Date: , 2026
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. 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.

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council

DISCUSSION 34. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: CONSIDER AWARDING CONTRACT SERVICES AGREEMENTS TO JAS LANDSCAPE LLC,EMTS INC., AND MARIPOSA LANDSCAPES INC. FOR LANDSCAPE MEDIAN MAINTENANCE ANDMANAGEMENT SERVICES (CITY COUNCIL) I. SUMMARY
On July 2, 2026, the City issued Invitation for Bids (IFB) No. 26-17 to solicit qualified contractors to provide landscape maintenance services for the City's landscaped street medians. To improve service delivery and allow all median areas to be maintained concurrently, the City's medians were divided into four separate service areas:

Quadrants A, B, C, and D. Five bids were received for each quadrant.

Following a review of the bids for compliance with the City's requirements, contractor responsibility, and pricing, staff determined that JAS Landscape LLC submitted the lowest responsive and responsible bids for Quadrant A, at an annual cost of $155,940, and Quadrant D, at an annual cost of $103,440. Staff determined that EMTS Inc. submitted the lowest responsive and responsible bid for Quadrant B, at an annual cost of $117,206.76, and Mariposa Landscapes Inc. submitted the lowest responsive and responsible bid for Quadrant C, at an annual cost of $78,444.

Consequently, staff recommends that the City Council award five-year contract service agreements as follows: JAS Landscape LLC for Quadrant A, in an amount not to exceed $779,700; EMTS Inc. for Quadrant B, in an amount not to exceed $586,033.80; Mariposa Landscapes Inc. for Quadrant C, in an amount not to exceed $392,220; and JAS Landscape LLC for Quadrant D, in an amount not to exceed $517,200. The four agreements represent a combined anticipated annual cost of $455,030.76 and a combined five-year not-to-exceed amount of $2,275,153.80.

II. RECOMMENDATION
TAKE the following actions:

1. AWARD a five-year contract to JAS Landscape LLC for landscape median maintenance and management services for Quadrant A, in an amount not to exceed $779,700;

2. AUTHORIZE the Mayor to execute the contract with JAS Landscape LLC for Quadrant A, subject to approval as to form by the City Attorney;

3. AWARD a five-year contract to EMTS Inc. for landscape median maintenance and management services for Quadrant B, in an amount not to exceed $586,033.80;

4. AUTHORIZE the Mayor to execute the contract with EMTS Inc. for Quadrant B, subject to approval as to form by the City Attorney;

5. AWARD a five-year contract to Mariposa Landscape Inc. for landscape median maintenance and management services for Quadrant C, in an amount not to exceed $392,220;

6. AUTHORIZE the Mayor to execute the contract with Mariposa Landscape Inc. for Quadrant C, subject to approval as to form by the City Attorney;

7. AWARD a five-year contract to JAS Landscape LLC for landscape median maintenance and management services for Quadrant D, in an amount not to exceed $517,200; and,

8. AUTHORIZE the Mayor to execute the contract with JAS Landscape LLC for Quadrant D, subject to approval as to form by the City Attorney.

III. ALTERNATIVES

1. REJECT all bids received in response to Invitation for Bids No. 26-17.

2. TAKE any other action the City Council deems appropriate, consistent with applicable law.

IV. BACKGROUND
The City is responsible for maintaining more than 20 miles of landscaped street medians, parkways, and embankments throughout Carson. These landscaped areas contribute to the appearance of the community and also support public safety by keeping vegetation maintained and preserving visibility for motorists, bicyclists, and pedestrians. Because of the size and geographic distribution of these areas, the City has historically contracted with private landscape maintenance companies to supplement City operations and provide ongoing maintenance services. The City's previous contracts divided the work into two service areas and expired in August 2026.

In anticipation of those contracts expiring, staff reviewed the City's landscape maintenance needs and developed a new scope of work intended to improve service delivery, contractor accountability, and cost control. One of the primary changes was dividing the City's landscaped areas into four geographic service areas, referred to as Quadrants A, B, C, and D, rather than the two service areas used under the previous contracts. This approach allows the City to separately award each quadrant based on the bids received and provides greater flexibility in managing and evaluating contractor performance.

Staff also revised the requirements for irrigation system maintenance and repairs. Under the previous contracts, certain minor sprinkler and irrigation repairs were treated as additional work and could result in costs beyond the regular maintenance price. Under the new scope of work, routine repairs and replacement of irrigation components resulting from normal deterioration, wear and tear, or contractor negligence are included as part of the contractor's regular maintenance responsibilities and annual contract price. Repairs resulting from vandalism, severe weather or other events outside the contractor's control may be performed separately in accordance with the applicable provisions of the contract. This change is intended to provide greater clarity regarding contractor responsibilities and better control routine maintenance costs.

On July 2, 2026, the City issued Invitation for Bids (IFB) No. 26-17 for landscape median maintenance services.

An Invitation for Bids is a competitive procurement process through which qualified contractors submit pricing for a defined scope of work, with award generally made to the lowest bidder that meets the City's requirements and demonstrates the ability to perform the work. Contractors were permitted to bid on one or more quadrants.

Contractors seeking to maintain all four quadrants were required to demonstrate sufficient staffing, equipment, and operational capacity to service the areas concurrently. The solicitation was advertised through the City's PlanetBids procurement system and through the City's other required public-noticing methods in accordance with Carson Municipal Code Section 2800. Bids were due July 23, 2026, and five contractors submitted bids for each of the four quadrants.

The bid register included with the staff report as Exhibit No. 2 displays the bidders' overall submissions; however, the City evaluated and is recommending awards separately for each quadrant. Staff identified a minor discrepancy in the PlanetBids-generated bid register for JAS Landscape LLC. Staff reviewed the firm's submitted bid documents and verified the applicable pricing using Exhibit C of its bid, which controls over the inaccurate amount displayed in the system-generated bid register. The verified annual bids for each quadrant are summarized below.

Quadrant A
Vendor Annual Bid
EMTS Inc. $207,357.12
Mariposa Landscapes Inc. $279,552.00
JAS Landscape LLC $155,940.00
Greenfield Landscaping and Maintenance Inc.$190,656.00
Swayzer Corporation $172,800.00
Quadrant B
Vendor Annual Bid
EMTS Inc. $117,206.76
Mariposa Landscapes Inc. $134,940.00
JAS Landscape LLC $124,440.00
Greenfield Landscaping and Maintenance Inc.$190,200.00
Swayzer Corporation $180,000.00
Quadrant C
Vendor Annual Bid
EMTS Inc. $85,091.16
Mariposa Landscapes Inc. $78,444.00
JAS Landscape LLC $156,540.00
Greenfield Landscaping and Maintenance Inc.$187,200.00
Swayzer Corporation $165,000.00
Quadrant D
Vendor Annual Bid
EMTS Inc. $124,622.76
Mariposa Landscapes Inc.$143,652.00
JAS Landscape LLC$103,440.00
Greenfield Landscaping and
Maintenance Inc. $199,800.00
Swayzer Corporation$162,000.00
Staff reviewed the bids for completeness, compliance with the solicitation requirements, and contractor responsibility. Based on this review, staff determined that JAS Landscape LLC is the lowest responsive and responsible bidder for Quadrants A and D; EMTS Inc. is the lowest responsive and responsible bidder for Quadrant B; and Mariposa Landscapes Inc. is the lowest responsive and responsible bidder for Quadrant C. A responsive and responsible bidder is one that submitted a bid meeting the City's requirements and has demonstrated the ability and qualifications necessary to perform the work. Consequently, staff recommends that the City Council approve five-year contract service agreements for the four quadrants as follows:

Service AreaRecommended ContractorAnnual Amount5-Year Not-to-Exceed Amount Quadrant AJAS Landscape LLC$155,940.00$779,700.00
Quadrant BEMTS Inc. $117,206.76$586,033.80
Quadrant CMariposa Landscapes Inc.$78,444.00$392,220.00 Quadrant DJAS Landscape LLC$103,440.00$517,200.00
Total Three Contractors$455,030.76$2,275,153.80
Approval of the proposed agreements will provide for continued landscape maintenance throughout the City's four service quadrants following expiration of the previous contracts. The new contract structure is intended to maintain service continuity while providing clearer maintenance requirements, greater accountability for routine irrigation repairs, and improved oversight of the City's landscaped public areas.

V. FISCAL IMPACT
The proposed five-year agreements have a combined not-to-exceed amount of $2,275,153.80, with an anticipated combined annual cost of approximately $455,030.76. The proposed contract amounts are summarized below:

ServiceArea Contractor Anticipated AnnualCost
5-Year
Not-to-ExceedAmount
Quadrant
A JAS Landscape LLC$155,940.00 $779,700.00
Quadrant
B EMTS Inc. $117,206.76 $586,033.80
Quadrant
C
Mariposa
Landscapes Inc.$78,444.00 $392,220.00
Quadrant
D JAS Landscape LLC$103,440.00 $517,200.00
Total $455,030.76 $2,275,153.80
Funding for the first year of the agreements is available in the adopted Fiscal Year 2026-2027 budget within the Medians Professional Services Account No. 101-80-840-108-6004. Because the contracts are anticipated to begin approximately three months into the fiscal year, staff expects actual expenditures during Fiscal Year 2026-2027 to be less than the full annual amount shown above, reflecting approximately nine months of service. Funding for the remaining years of the five-year agreements will be considered through the City's annual budget process and will remain subject to City Council approval and the availability of funds.

VI. EXHIBITS

1. Maintenance Area Quadrant Map

2. Bid Register

3. JAS Landscape LLC Contract (Quadrant A)

4. EMTS Inc. Contract (Quadrant B)

5. Mariposa Landscape Inc. Contract (Quadrant C)

6. JAS Landscape LLC Contract (Quadrant D)
Attachments
Exhibit 1. Maintenance Area Quadrant Map
Exhibit 2. Bid Register
Exhibit 3. JAS Landscape LLC Contract (Quadrant A)
Exhibit. 4 EMTS Inc. Contract (Quadrant B)
Exhibit 5. Mariposa Landscape Inc. Contract (Quadrant C) Exhibit 6. JAS Landscape LLC Contract (Quadrant D)

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF CARSON

and

JAS LANDSCAPE LLC

01007.0006 2187814.1

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1 -

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

JAS LANDSCAPE LLC

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into

this ____ day of ________, 20
2 6

by and between the

CITY OF CARSON
, a California
municipal corporation (“City”) and
JAS LANDSCAPE LLC, a California limited liability
company
(“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

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

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

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

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

OPERATIVE PROVISIONS

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

ARTICLE 1.

SERVICES OF CONSULTANT

1.1 Scope of Services
.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit
“
A
”

and incorporated
herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services described herein.

Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended.

For purposes of this Agreement, the phrase “highest

01007.0006 2187814.1

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2 -

professional standards” shall mean those standards of practice recognized by one or more first -
class firms performing similar work under similar circumstances.

1.2 Consultant
’
s Proposal
.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein.

In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law
.

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

1.4 Licenses, Permits, Fees and Assessments
.

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

Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agre
ement, and shall indemnify, defend and hold
harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work
.

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

Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until writt en instructions are received
from the Contract Officer.

1.6 Care of Work
.

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

01007.0006 2187814.1

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3 -

1.7 Further Responsibilities of Parties
.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement.

Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.

Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services
.

No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i
) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant.

Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer.

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

It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services.

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

therefor.

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

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

1.9 Special Requirements
.

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

and incorporated herein
by this reference.

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

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

shall govern.

1.10 Compliance with Labor and Wage Laws
.

Certain portions of the Services may be subject to prevailing wages under the 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 subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.

01007.0006 2187814.1

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(b)

Registration with DIR
.

Pursuant to Labor Code section 1771.1, Consultant 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
. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on

request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.

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

(d)

Penalty for Failure to Pay Prevailing Wages
. Consultant 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 Consultant shall, as a penalty to t
he City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to t his
Agreement by Consultant or by any subcontractor.

(e)

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

(f)

Apprentices
. Consultant 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. Consultant sh all be
responsible for compliance with these aforementioned Sections for all apprenticeable

occupations.

(g)

Eight
-
Hour Work Day
. Consultant acknowledges that eight (8) hours labor
constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.

(h)

Penalties for Excess Hours
. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours.

Consultant shall, as a penalty to the City, forfeit twenty -
five dollars ($25) for each worker
employed in the p
erformance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours

01007.0006 2187814.1

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in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of
eight (8) hours per day, and forty (40)
hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one -
half (1½) times the basic rate of
pay.

(i)

Workers’ Compensation
. California Labor Code Sections 1860 and 3700 provide
that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant cert
ifies 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)

Consultant’s Responsibility for Subcontractors
. For every subcontractor who will
perform work under this Agreement, Consultant 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 co
mpliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitati on,
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. Consultant shall diligently take corrective action to halt or rectify any
such failure by any subcontractor.

ARTICLE 2.

COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum
.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit
“
C
”

and
incorporated herein by this reference.

The total compensation, including reimbursement for actual expenses, shall not exceed
Seven

Hundred
Seventy Nine

Thousand
Seven

Hundred
Dollar
s
and Zero Cents
($
779,700
.00
)

(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation
.

The method of compensation may include:

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

01007.0006 2187814.1

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2.3 Reimbursable Expenses
.

to Section 4.5,
and only if specified in the Schedule of Compensation.

The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services.

If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices
.

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

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

The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub
-
category), travel, materials, equipment,
supplies, and sub
-
contractor contracts.

Sub
-
contractor charges shall also be detailed by such
categories.

Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement.

Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty
-
five (45) days of receipt of Consultant’s c
orrect and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period.

In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.

Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

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

ARTICLE 3.

PERFORMANCE SCHEDULE

3.1 Time of Essence
.

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

01007.0006 2187814.1

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3.2 Schedule of Performance
.

and incorporated herein by this
reference.

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

3.3 Force Majeure
.

The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified.

The Contract Officer’s determination shall
be final and conclusive upon the parties to this Agreement.

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

3.4 Term
.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five

(
5 )
years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit
“
D
”
).

ARTICLE 4.

COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant
.

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

Alejandro Lopez Manager

(Name)

(Title)

(Name)

(Title)

(Name)

(Title)

01007.0006 2187814.1

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8 -

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

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

For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement.

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

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

4.2 Status of Consultant
.

otherwise expressly conferred in
writing by City.

Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City.

Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees.

Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer
.

The Contract Officer shall be
Kirby Jones, Public Works Superintendent,
or as otherwise
designated by the City Manager
.

It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.

Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant
.

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

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

Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of

01007.0006 2187814.1

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9 -

Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment
.

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

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

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

Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative ba
sis.

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

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

ARTICLE 5.

INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages
.

and appointed officers,
employees and agents of City:

(a)

General Liability Insurance (
Coverage
Form

ISO CGL
CG

00 01

or
equivalent)
.

A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage.

The policy of insurance shall be in
an amount not less than $
2 ,000,000.00 per occurrence or if a general aggregate limit is used,

then
the general aggreg
ate limit shall be twice the occurrence limit.

(b)

Worker
’
s Compensation Insurance
.

A policy of worker’s compensation
insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injur
ies or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement
, with Employer’s Liability insurance coverage limits of at least
$1,000,000
.00
.

(c)

Automotive Insurance (
Coverage Form ISO
CA
00 01

including
“
any auto
”

and endorsement CA 0025 or equivalent)
.

A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000.

Said policy shall include coverage for owned, non
-
owned, leased, hired cars and
any automobile.

01007.0006 2187814.1

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(d)

Professional Liability
.

Professional liability insurance appropriate to the
Consultant’s profession
, as determined by the City’s Risk Manager, provided that the limits shall
be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate .

This coverage
may be written on a “claims made” basis, and must include coverage for contractual liability.

The
professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement.

The
insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement.

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

(e)

Subcontractors
.

Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.

All coverages for subcontractors shall include all of the requirements stated herein.

(f)

Additional Insurance
.

Policies of such other insurance, as may be required
in the Special Requirements in
Exhibit
“
B
”
.

(g)

Broader Coverages and Higher Limits
.

Notwithstanding anything else
herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consult
ant.

5.2 General Insurance

Requirements
.

City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance.

The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers.

Moreover, the 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.

In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

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.

01007.0006 2187814.1

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11 -

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.

[to be initialed]

______________

Consultant Initials

City, its respective elected and appointed officers, directors, officials,

employees, agents
and volunteers are to be covered as additional insureds as respects:

liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant.

The
coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers.

Consultant’s
insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self
-
insured retentions must be declared to and approved by City.

At
the option of City, either the insurer shall reduce or eliminate such deductibles or self -
insured
retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond gua
ranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.

The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s a
ctivities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that th e Consultant is required
to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification
.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, eit her judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or cl
aimed by any person, firm or entity arising out of or in

01007.0006 2187814.1

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connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”),

or arising from Consultant’s or indemnitors’
reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therew
ith:

(a)

Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;

(b)

Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activ ities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;

(c)

In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in
cluding but not limited to, legal costs and attorneys’
fees.

This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder.

The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from Cit y’s negligence, except that
design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional.

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

5.4 Performance Bond.

Concurrently with execution of this Agreement, Contractor shall deliver to the City the following bond if the Contract Sum should exceed $25,000:

A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section 2.1.

The bond shall be on the applicable form provided in
Exhibit “E”

attached hereto and
made part hereof. The bond shall contain the original notarized signature of an authorized officer

01007.0006 2187814.1

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of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney.

The bonds shall be unconditional and remain in force during the entire term of the Agreement.

5.5 Sufficiency of Insurer or Surety
.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A -
” or better in the most recent edition of
Best’s Rating Guide, The Key Rating Guide or in the Federal Register , and only if they are of a
financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the
insurance policies and the bonds may be changed accordingly upon receipt of written notice from the City’s Risk Manager.

ARTICLE 6.

RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records
.

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

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

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

In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City i n
providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports
.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.

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

For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing desi
gn services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design s
ervices, the estimated increased or decreased cost estimate for the project being designed.

01007.0006 2187814.1

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6.3 Ownership of Documents
.

performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation

as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

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

Consultant may retain copies of such documents for its own use.

Consultant
shall have the right to use the concepts embodied therein.

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

Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information
.

(a)

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

Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written authorization from the Contract Officer.

(b)

Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

(c)

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

fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.

(d)

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

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

Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by

01007.0006 2187814.1

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15 -

Consultant.

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

ARTICLE 7.

ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law
.

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

Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant

covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, St
ate of California.

7.2 Disputes; Default
.

Instead, the City may give notice to Consultant of the default and the reasons for the default.

The notice shall include the timeframe in which Consultant may cure the default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant.

During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices.

In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.

If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

Any failure on the part of the City to give
notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds
.

In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liabili ty for
interest because of such withholding, an amount sufficient to cover such claim.

The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

01007.0006 2187814.1

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16 -

7.4 Waiver
.

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

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

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

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

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

7.5 Rights and Remedies are Cumulative
.

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

7.6 Legal Action
.

Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term
.

In addition, Consultant
may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City 30 days’ written notice (or longer, if circumstances warrant
) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period.

Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitle
d to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contra ct
Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product

01007.0006 2187814.1

-
17 -

actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section

7.2 7.8

Termination for Default of Consultant
.

Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold

any payments to the Consultant for the purpose of set
-
off or
partial payment of the amounts owed
the

City therefor.

7.9 Attorneys
’

Fees
.

Attorney’s fees shall include attorney’s fees on any
appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs t
he court allows which are incurred in such litigation.

All such fees shall be deemed to have accrued
on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8.

CITY OFFICERS AND EMPLOYEES: NON
-

DISCRIMINATION

8.1 Non
-
liability of City Officers and Emplo
yees.

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

8.2 Conflict of Interest
.

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

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

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the

01007.0006 2187814.1

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18 -

Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation.

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

8.3 Covenant Against Discrimination
.

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

8.4 Unauthorized Aliens
.

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

U.S.C.A. §§

1101,
et seq.
, as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein.

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

ARTICLE 9.

MISCELLANEOUS PROVISIONS

9.1 Notices
.

of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California

90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement.

Either party may change its address
by notifying the other party of the change of address in writing.

Notice shall be deemed
communicated at the time personally delivered or in seventy -
two (72) hours from the time of
mailing if mailed as provided in this Section.

9.2 Interpretation
.

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

01007.0006 2187814.1

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19 -

9.3 Counterparts
.

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

9.4 Integration; Amendment
.

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

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

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

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

9.5 Severability
.

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

9.6 Warranty & Representation of Non
-
Collusion
.

The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non
-
interests” pursuant to Government Code Sections 1091 or 1091.5.

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

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

Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such

01007.0006 2187814.1

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20 -

payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority
.

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

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

[SIGNATURES ON FOLLOWING PAGE]

01007.0006 2187814.1

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21 -

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

CITY
:

CITY OF CARSON, a municipal corporation

Lula Davis
-
Holmes
, Mayor

ATTEST:

Dr. Khaleah
K
. Bradshaw, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney

[pks
; rjl
]

CONSULTANT:

JAS LANDSCAPE LLC, a California limited
liability company

By:

Name:

Title:

By:

Name:

Title:

Address:

2225 River Ridge Road

Oxnard, CA 93036

If Consultant is a limited liability company, any one of the following options will satisfy City’s signature requirements pursuant to the Corporations Code. Option A: One signature required from each of the following groups: 1) Chairman of the Board, Presi
dent or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which c ase only one signature from that
manager is required. Option C: One signature required from any member unless the LLC is manager -
managed
per its articles of organization. Option D: One signature required from any manager if the LLC is manager -
managed per i
ts articles of organization.

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR

REGULATIONS APPLICABLE TO CONTRACTOR
’
S BUSINESS ENTITY.

01007.0006 2187814.1

A
-
1 EXHIBIT
“
A
”

SCOPE OF SERVICES

Consultant will perform the following
Median Landscape Maintenance and
Management Services in Quadrant A (Project Map & Locations attached at the end
of Exhibit A
)
:

01007.0006 2187814.1

A
-
2 01007.0006 2187814.1

A
-
3 01007.0006 2187814.1

A
-
4 01007.0006 2187814.1

A
-
5 01007.0006 2187814.1

A
-
6 01007.0006 2187814.1

A
-
7 01007.0006 2187814.1

A
-
8 01007.0006 2187814.1

A
-
9 01007.0006 2187814.1

A
-
10 01007.0006 2187814.1

A
-
11 01007.0006 2187814.1

A
-
12 II.

In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City

apprised of the status of performance by delivering the following status reports:

As described in Section I

above.

As requested by the Contract Officer.

III.

All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

01007.0006 2187814.1

A
-
13 01007.0006 2187814.1

A
-
14 01007.0006 2187814.1

B
-
1 EXHIBIT
“
B
”

SPECIAL REQUIREMENTS

(Superseding Contract Boilerplate)

[not applicable]

01007.0006 2187814.1

C
-
1 EXHIBIT
“
C
”

SCHEDULE OF COMPENSATION

Consultant shall perform
the Services described in Exhibit A at Quadrant A

at the
following
annual rat
es:

II.

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

III.

The City

will compensate Consultant for the Services performed upon submission of a valid invoice.

Each invoice is to include:

01007.0006 2187814.1

C
-
2 A.

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

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

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

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

IV.

The total compensation for the Services shall not exceed $779,700.00

as provided in
Section 2.1 of this Agreement.

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

1. 01007.0006 2187814.1

C
-
3 EXHIBIT C
-
1 HOURLY RATES

01007.0006 2187814.1

D
-
1 EXHIBIT
“
D
”

SCHEDULE OF PERFORMANCE

Consultant shall perform all services timely in accordance with the following schedule:

II.

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

01007.0006 2187814.1

D
-
2 EXHIBIT
E

PERFORMANCE BOND

We,
JAS
Landscape

LLC, a California limited liability company,

as Principal, and ____________,
as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of Seven
Hundred Seventy Nine Thousand Seven Hundred U.S.

Dollar
s and Zero Cents
($
779,700.00
)
.

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

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

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

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

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

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

01007.0006 2187814.1

D
-
3 Executed this

day of _________, ____.

Seal of Corporation

_____________

By:____________________________________

Authorized Representative of Principal

Title: _____________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

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

Surety's agent for service

of process in California:

( ) _____________________

[name of surety company]

_________________________

____________________________________

Name

Street Number

_________________________

____________________________________

Street Number

City and State

_________________________

____________________________________

City and State

Telephone Number

_________________________

Telephone Number

By:____________________________________

Attorney in Fact or other

Representative

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

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

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

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
EMTS, INC. DBA ELITE MAINTENANCE & TREE SERVICE

01007.0006 2188192.1 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
EMTS, INC. DBA ELITE MAINTENANCE & TREE SERVICE
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2026 by and between the CITY OF CARSON, a California municipal corporation (“City”) and EMTS, INC. , a California corporation DBA ELITE MAINTENANCE & TREE SERVICE (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest

01007.0006 2188192.1 -2-
professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agre ement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facil ities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until writt en instructions are received from the Contract Officer.

1.6 Care of Work.

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

01007.0006 2188192.1 -3-

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

1.10 Compliance with Labor and Wage Laws.

Certain portions of the Services may be subject to prevailing wages under the 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 subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.

01007.0006 2188192.1 -4-
(b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant 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. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis -Bacon Act (40 U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d) Penalty for Failure to Pay Prevailing Wages . Consultant 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 Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to t his Agreement by Consultant or by any subcontractor.
(e) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(f) Apprentices. Consultant 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. Consultant sh all be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.

Prior to commencing work under this Agreement, Consultant 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, Consultan t 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 . Consultant acknowledges that eight (8) hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.
(h) Penalties for Excess Hours . Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours.

Consultant shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the p erformance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours

01007.0006 2188192.1 -5-
in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one -half (1½) times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant 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) Consultant’s Responsibility for Subcontractors . For every subcontractor who will perform work under this Agreement, Consultant 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. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitati on, 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. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Hundred Eighty Six Thousand Thirty Three Dollars and Eighty Cents ($586,033.80) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

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

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2.3 Reimbursable Expenses.

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

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

2.4 Invoices.

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

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

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

2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

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3.2 Schedule of Performance.

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

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of th e Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any government al agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

Darin Sherlock Vice President (Name) (Title)

(Name) (Title)

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

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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

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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance ( Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $2,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injur ies or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement , with Employer’s Liability insurance coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

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(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

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

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certi ficates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

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

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

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

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

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or cl aimed by any person, firm or entity arising out of or in

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connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall no t be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from Cit y’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Performance Bond.

Concurrently with execution of this Agreement, Contractor shall deliver to the City the following bond if the Contract Sum should exceed $25,000:

A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section 2.1.

The bond shall be on the applicable form provided in Exhibit “E” attached hereto and made part hereof. The bond shall contain the original notarized signature of an authorized officer

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of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney.

The bonds shall be unconditional and remain in force during the entire term of the Agreement.

5.5 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register , and only if they are of a financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bonds may be changed accordingly upon receipt of written notice from the City’s Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

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6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s g uarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

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

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

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i ) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consu ltant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liabili ty for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

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7.4 Waiver.

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

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

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

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) day s’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City 30 days’ written notice (or longer, if circumstances warrant ) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contra ct Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product

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actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section

7.2 7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed the City therefor.

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

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

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the

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Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

01007.0006 2188192.1 -19-

9.3 Counterparts.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

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

01007.0006 2188192.1 -20-
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the e ntering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

01007.0006 2188192.1 -21-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[pks; rjl]
CONSULTANT:

EMTS, INC., a California corporation DBA ELITE

MAINTENANCE & TREE SERVICE
By:

Name:

Title:

By:

Name:

Title:

Address: 2972 Larkin Avenue
Clovis, CA 93612

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. APPROPRIATE ATTESTATIONS

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

01007.0006 2188192.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Median Landscape Maintenance and Management Services in Quadrant B (Project Map & Locations attached at the end of Exhibit A):

01007.0006 2188192.1 A-2

01007.0006 2188192.1 A-3

01007.0006 2188192.1 A-4

01007.0006 2188192.1 A-5

01007.0006 2188192.1 A-6

01007.0006 2188192.1 A-7

01007.0006 2188192.1 A-8

01007.0006 2188192.1 A-9

01007.0006 2188192.1 A-10

01007.0006 2188192.1 A-11

01007.0006 2188192.1 A-12

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

A. As described in Section I above.

B. As requested by the Contract Officer.

III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

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

A. Darin Sherlock, Regional Operations Manager
B. Luis Villarruel, Divisional Operations Manager
C. Diego Barrera, Branch Manager
D. Felix Ruiz, Account Supervisor
E. Two-Man Maintenance Crew

1. One Foreman

2. Three Laborers (160 hours/week)
F. One Irrigation Technician (40 hours/week)
G. One Spray Technician (24 hours/week)
H. Trained Branch Personnel (as needed)

01007.0006 2188192.1 A-13

01007.0006 2188192.1 A-14

01007.0006 2188192.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

[not applicable]

01007.0006 2188192.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services described in Exhibit A at Quadrant B at the following annual rates:

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

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

01007.0006 2188192.1 C-2
A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

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

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

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

IV. The total compensation for the Services shall not exceed $586,033.80 as provided in Section 2.1 of this Agreement.

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

01007.0006 2188192.1 C-3
EXHIBIT C-1

HOURLY RATES

01007.0006 2188192.1 C-4

01007.0006 2188192.1 D-1
EXHIBIT “D”

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

01007.0006 2188192.1 D-2

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

01007.0006 2188192.1 D-3

EXHIBIT E

PERFORMANCE BOND
We, EMTS, INC., a California corporation DBA Elite Maintenance & Tree Service , a California corporation, as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of Five Hundred Eighty Six Thousand Thirty Three U.S. Dollars and Eighty Cents ($586,033.80). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property( ies) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

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

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

01007.0006 2188192.1 D-4
Executed this day of _________, ____.

Seal of Corporation _____________

By:____________________________________
Authorized Representative of Principal

Title: _____________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

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

Surety's agent for service
of process in California: ( ) _____________________
[name of surety company]

_________________________ ____________________________________ Name Street Number
_________________________ ____________________________________ Street Number City and State
_________________________ ____________________________________ City and State Telephone Number
_________________________
Telephone Number
By:____________________________________
Attorney in Fact or other
Representative

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

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

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

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
MARIPOSA LANDSCAPES, INC.

01007.0006 2188200.1 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
MARIPOSA LANDSCAPES, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2026 by and between the CITY OF CARSON, a California municipal corporation (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

1.3 Compliance with Law.

1.4 Licenses, Permits, Fees and Assessments.

1.5 Familiarity with Work.

1.6 Care of Work.

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

01007.0006 2188200.1 -3-

1.7 Further Responsibilities of Parties.

1.8 Additional Services.

1.9 Special Requirements.

1.10 Compliance with Labor and Wage Laws.

01007.0006 2188200.1 -4-
(b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant 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. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis -Bacon Act (40 U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer.
(d) Penalty for Failure to Pay Prevailing Wages . Consultant 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 Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to t his Agreement by Consultant or by any subcontractor.
(e) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(f) Apprentices. Consultant 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. Consultant sh all be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.

Consultant shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the p erformance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours

01007.0006 2188200.1 -5-
in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one -half (1½) times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant 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) Consultant’s Responsibility for Subcontractors . For every subcontractor who will perform work under this Agreement, Consultant 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. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitati on, 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. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Three Hundred Ninety Two Thousand Two Hundred Twenty Dollars and Zero Cents ($392,220.00 ) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

01007.0006 2188200.1 -6-

2.3 Reimbursable Expenses.

2.4 Invoices.

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

2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

01007.0006 2188200.1 -7-

3.2 Schedule of Performance.

3.3 Force Majeure.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

Terry Noriega President (Name) (Title)

(Name) (Title)

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

4.2 Status of Consultant.

4.3 Contract Officer.

4.4 Independent Consultant.

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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

01007.0006 2188200.1 -11-
All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

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

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or cl aimed by any person, firm or entity arising out of or in

01007.0006 2188200.1 -12-
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to per form the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, in cluding but not limited to, legal costs and attorneys’ fees.

5.4 Performance Bond.

Concurrently with execution of this Agreement, Contractor shall deliver to the City the following bond if the Contract Sum should exceed $25,000:

A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the total compensation for this Agreement, as stated in Section 2.1.

The bond shall be on the applicable form provided in Exhibit “E” attached hereto and made part hereof. The bond shall contain the original notarized signature of an authorized officer

01007.0006 2188200.1 -13-
of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney.

The bonds shall be unconditional and remain in force during the entire term of the Agreement.

5.5 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register , and only if they are of a financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bonds may be changed accordingly upon receipt of written notice from the City’s Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

6.2 Reports.

01007.0006 2188200.1 -14-

6.3 Ownership of Documents.

01007.0006 2188200.1 -15-
Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

7.2 Disputes; Default.

7.3 Retention of Funds.

01007.0006 2188200.1 -16-

7.4 Waiver.

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

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

01007.0006 2188200.1 -17-
actually produced hereunder. In the event of City’s termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section

7.2 7.8 Termination for Default of Consultant.

7.9 Attorneys’ Fees.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the

01007.0006 2188200.1 -18-
Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

9.2 Interpretation.

01007.0006 2188200.1 -19-

9.3 Counterparts.

9.4 Integration; Amendment.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

01007.0006 2188200.1 -20-
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the e ntering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

01007.0006 2188200.1 -21-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

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

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[pks; rjl]
CONSULTANT:

MARIPOSA LANDSCAPES, INC., a California
corporation
By:

Name:

Title:

By:

Name:

Title:

Address: 6232 Santos Diaz St.

Irwindale, CA 91702

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

01007.0006 2188200.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Median Landscape Maintenance and Management Services in Quadrant C (Project Map & Locations attached at the end of Exhibit A):

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01007.0006 2188200.1 A-7

01007.0006 2188200.1 A-8

01007.0006 2188200.1 A-9

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

A. As described in Section I above.

B. As requested by the Contract Officer.

III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

01007.0006 2188200.1 A-13

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01007.0006 2188200.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

[not applicable]

01007.0006 2188200.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services described in Exhibit A at Quadrant C at the following annual rates:

01007.0006 2188200.1 C-2
III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

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

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

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

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

IV. The total compensation for the Services shall not exceed $392,220.00 as provided in Section 2.1 of this Agreement.

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

01007.0006 2188200.1 C-3
EXHIBIT C-1

HOURLY RATES

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01007.0006 2188200.1 D-1
EXHIBIT “D”

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

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

01007.0006 2188200.1 D-2

EXHIBIT E

PERFORMANCE BOND
We, Mariposa Landscapes, Inc. , a California corporation, as Principal, and ____________, as Surety, jointly and severally, firmly bind ourselves, our heirs, representatives, successors and assigns, as set forth herein, to the City of Carson (“City”) for payment of the penal sum of Three Hundred Ninety Two Thousand Two Hundred Twenty U.S. Dollars and Zero Cents ($392,220.00). City and Principal have entered into an agreement, or are about to enter into the agreement attached hereto and incorporated by reference herein, for completion of public works for the property(ies ) referenced in said agreement. Surety herein approves of the terms and conditions of said agreement and binds itself to faithfully perform the obligations of Principal therein if Principal fails to so perform. Surety acknowledges that the agreement herein referenced shall be that document as executed by City and Principal.

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

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

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Executed this day of _________, ____.

Seal of Corporation _____________

By:____________________________________
Authorized Representative of Principal

Title: _____________

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVES)

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

Surety's agent for service
of process in California: ( ) _____________________
[name of surety company]

(ATTACH ACKNOWLEDGEMENT OF AUTHORIZED REPRESENTATIVE)

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

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

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF CARSON

and

JAS LANDSCAPE LLC

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1 -

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

JAS LANDSCAPE LLC

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into

this ____ day of ________, 20
2 6

by and between the

RECITALS

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

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

OPERATIVE PROVISIONS

ARTICLE 1.

SERVICES OF CONSULTANT

1.1 Scope of Services
.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit
“
A
”

and incorporated
herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services described herein.

For purposes of this Agreement, the phrase “highest

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professional standards” shall mean those standards of practice recognized by one or more first -
class firms performing similar work under similar circumstances.

1.2 Consultant
’
s Proposal
.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein.

In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law
.

1.4 Licenses, Permits, Fees and Assessments
.

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

1.5 Familiarity with Work
.

1.6 Care of Work
.

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1.7 Further Responsibilities of Parties
.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement.

Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement.

Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services
.

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

It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services.

therefor.

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

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

1.9 Special Requirements
.

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

and incorporated herein
by this reference.

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

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

shall govern.

1.10 Compliance with Labor and Wage Laws
.

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

(a)

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(b)

Registration with DIR
.

(c)

(d)

(e)

(f)

occupations.

(g)

Eight
-
Hour Work Day
. Consultant acknowledges that eight (8) hours labor
constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.

(h)

Penalties for Excess Hours
. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours.

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(i)

(j)

ARTICLE 2.

COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum
.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit
“
C
”

and
incorporated herein by this reference.

The total compensation, including reimbursement for actual expenses, shall not exceed
Five

Hundred
S
e
venteen

Thousand
Two

Hundred
Dollar
s and Zero
Cents
($
517,200
.00
)